EXHIBIT 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                      TROPICAL SPORTSWEAR INT'L CORPORATION

          TROPICAL SPORTSWEAR INT'L CORPORATION (the  "Corporation"),  under the
 Florida  Business  Corporation  Act,  Chapter 607 of the Florida  Statutes,  as
 hereafter  amended and  modified  (the  "FBCA"),  hereby  adopts the  following
 Amended and Restated Articles of Incorporation of the Corporation, effective as
 of October 23, 1997, pursuant to Sections 607.1006 and 607.1007 of the FBCA:

                                    ARTICLE 1
                                      Name

          The name of the Corporation is:

                      TROPICAL SPORTSWEAR INT'L CORPORATION

                                    ARTICLE 2
                             Business and Activities

          The  Corporation  may, and is authorized to, engage in any activity or
 business now or hereafter  permitted under the laws of the United States and of
 the State of Florida.

                                    ARTICLE 3
                                  Capital Stock

          3.1  Authorized  Shares.  The total number of shares of all classes of
 capital stock that the  Corporation  shall have the authority to issue shall be
 60,000,000  shares,  of which 50,000,000  shares shall be Common Stock having a
 par value of $0.01 per share ("Common  Stock") and  10,000,000  shares shall be
 Preferred Stock, par value of $0.01 per share ("Preferred Stock"). The Board of
 Directors is expressly authorized, pursuant to Section 607.0602 of the FBCA, to
 provide for the classification and  reclassification  of any unissued shares of
 Common Stock or Preferred Stock and the issuance thereof in one or more classes
 or series  without the approval of the  shareholders  of the  Corporation,  all
 within the limitations set forth in Section 607.0601 of the FBCA.

          3.2     Common Stock.

                  (A) Relative Rights.  The Common Stock shall be subject to all
of the rights, privileges,  preferences and priorities of the Preferred Stock as
set forth in the Articles of Amendment to these Amended and Restated Articles of
Incorporation  that may hereafter be filed  pursuant to Section  607.0602 of the
FBCA to establish the respective class or series of the Preferred Stock.  Except
as otherwise  provided in these Amended and Restated  Articles of Incorporation,
each share of Common Stock shall have the same rights as and be identical in all
respects to all the other shares of Common Stock.

                   (B) Voting  Rights.  Except as  otherwise  provided  in these
 Amended and Restated Articles of Incorporation, except as otherwise provided by
 the FBCA and except as may be determined by the Board of Directors with respect
 to the Preferred  Stock,  only the holders of Common Stock shall be entitled to
 vote  for the  election  of  directors  of the  Corporation  and for all  other
 corporate  purposes.  Upon any such vote,  each holder of Common  Stock  shall,
 except as  otherwise  provided  by the FBCA,  be  entitled to one vote for each
 share of Common Stock held by such holder.

                   (C)  Dividends.  Whenever  there  shall  have been  paid,  or
 declared and set aside for  payment,  to the holders of the shares of any class
 of  stock  having  preference  over  the  Common  Stock  as to the  payment  of
 dividends,  the full  amount of  dividends  and of sinking  fund or  retirement
 payments, if any, to which such holders are respectively entitled in preference
 to the Common  Stock,  then the  holders of record of the Common  Stock and any
 class or series of stock  entitled to  participate  therewith as to  dividends,
 shall be entitled to receive dividends,  when, as, and if declared by the Board
 of Directors,  out of any assets legally available for the payment of dividends
 thereon.

                   (D) Dissolution, Liquidation, Winding Up. In the event of any
 dissolution,  liquidation, or winding up of the Corporation,  whether voluntary
 or involuntary, the holders of record of the Common Stock then outstanding, and
 all holders of any class or series of stock entitled to  participate  therewith
 in whole or in part, as to the distribution of assets, shall become entitled to
 participate in the  distribution of assets of the  Corporation  remaining after
 the  Corporation  shall have paid, or set aside for payment,  to the holders of
 any class of stock  having  preference  over the  Common  Stock in the event of
 dissolution, liquidation, or winding up, the full preferential amounts (if any)
 to which they are entitled,  and shall have paid or provided for payment of all
 debts and liabilities of the Corporation.

          3.3     Preferred Stock.

                   (A)  Issuance,  Designations,   Powers,  Etc.  The  Board  of
 Directors is expressly authorized, subject to the limitations prescribed by the
 FBCA  and  the   provisions   of  these   Amended  and  Restated   Articles  of
 Incorporation, to provide, by resolution and by filing Articles of Amendment to
 these  Amended and  Restated  Articles  of  Incorporation,  which,  pursuant to
 Section 607.0602 of the FBCA shall be effective without shareholder action, for
 the issuance from time to time of the shares of the  Preferred  Stock in one or
 more classes or series,  to establish from time to time the number of shares to
 be included in each such class or series, and to fix the designations,  powers,
 preferences  and other rights of the shares of each such class or series and to
 fix the qualifications,  limitations and restrictions thereon,  including,  but
 without limiting the generality of the foregoing, the following:

                              (1)   the number of shares constituting that class
                                    or series and the distinctive designation of
                                    that class or series;

                              (2)   the  dividend  rate  on the  shares  of that
                                    class or series,  whether dividends shall be
                                    cumulative,  or partially cumulative and, if
                                    so,  from  which  date  or  dates,  and  the
                                    relative  rights  of  priority,  if any,  of
                                    payments  of  dividends  on  shares  of that
                                    class or series;

                              (3)   whether  that  class or  series  shall  have
                                    voting  rights,  in  addition  to the voting
                                    rights provided by the FBCA, and, if so, the
                                    terms of such voting rights;

                              (4)   whether  that  class or  series  shall  have
                                    conversion privileges, and, if so, the terms
                                    and conditions of such conversion, including
                                    provision for  adjustment of the  conversion
                                    rate  in  such   events   as  the  Board  of
                                    Directors shall determine;

                              (5)   whether  or not the  shares of that class or
                                    series shall be redeemable,  and, if so, the
                                    terms  and  conditions  of such  redemption,
                                    including the dates upon or after which they
                                    shall  be  redeemable,  and the  amount  per
                                    share payable in case of  redemption,  which
                                    amount may vary under  different  conditions
                                    and at different redemption dates;

                              (6)   whether  that  class or series  shall have a
                                    sinking fund for the  redemption or purchase
                                    of shares of that class or series,  and,  if
                                    so,  the  terms and  amount of such  sinking
                                    fund;
     
                              (7)   the  rights of the  shares of that  class or
                                    series   in  the  event  of   voluntary   or
                                    involuntary  liquidation,   dissolution,  or
                                    winding  up  of  the  Corporation,  and  the
                                    relative  rights  of  priority,  if any,  of
                                    payment  of shares of that  class or series;
                                    and

                               (8)  any other relative powers, preferences,  and
                                    rights  of  that   class  or   series,   and
                                    qualifications,  limitations or restrictions
                                    on that class or series.

                   (B) Dissolution, Liquidation, Winding Up. In the event of any
 liquidation, dissolution or winding up of the Corporation, whether voluntary or
 involuntary,  the holders of  Preferred  Stock of each class or series shall be
 entitled to receive only such amount or amounts as shall have been fixed by the
 Articles of Amendment to these Amended and Restated  Articles of  Incorporation
 or by the resolution or resolutions of the Board of Directors providing for the
 issuance of such class or series.

          3.4 No  Preemptive  Rights.  Except  as the  Board  of  Directors  may
 otherwise  determine,   no  shareholder  of  the  Corporation  shall  have  any
 preferential  or  preemptive  right  to  subscribe  for or  purchase  from  the
 Corporation  any new or  additional  shares of  capital  stock,  or  securities
 convertible  into shares of capital stock, of the  Corporation,  whether now or
 hereafter authorized.

          3.5 Special  Classes of Stock Prior to Initial Public  Offering.  Each
 share of preferred  stock of the  Corporation  that was issued and  outstanding
 immediately  prior to the adoption of these  Amended and  Restated  Articles of
 Incorporation shall be canceled and deemed to constitute one share of Preferred
 Stock hereunder,  having the rights, preferences,  qualifications,  limitations
 and restrictions set forth below (the "Special Preferred  Stock").  Anything in
 Section 3.3 to the contrary  notwithstanding,  the Board of Directors shall not
 be  required to file  Articles  of  Amendment  to these  Amended  and  Restated
 Articles of Incorporation in order to issue shares of Special  Preferred Stock.
 The  Corporation  shall not have  authority to issue any  additional  shares of
 Special Preferred Stock.

                            (1) Voting Rights.  Except as otherwise  provided by
          the FBCA,  the  holders  of issued and  outstanding  shares of Special
          Preferred Stock ("Special Preferred Holders") shall not be entitled to
          vote for the election of directors of the Corporation or for all other
          corporate matters.

                            (2)     Dividend  Rights.    The  Special  Preferred
          Holders  shall not be  entitled to receive dividends.

                            (3)  Dissolution,  Liquidation,  Winding  Up. In the
          event  of  any   dissolution,   liquidation   or  winding  up  of  the
          Corporation,  whether  voluntary or involuntary,  before any assets of
          the  Corporation  shall be paid to,  set aside for or  distributed  to
          holders  of issued  and  outstanding  shares of Common  Stock or other
          Preferred  Stock,  each Special  Preferred Holder shall be entitled to
          receive out of the assets of the Corporation or the proceeds  thereof,
          a preferential payment in an amount equal to $100.00 per share. Except
          as  provided  herein,  the  Special  Preferred  Holders  shall  not be
          entitled to participate in any further  distribution  of the assets of
          the  Corporation  or  otherwise.  If the assets  distributable  upon a
          liquidation  shall be insufficient  to permit the  distribution to the
          Special Preferred  Holders of the full  preferential  amounts to which
          such Special  Preferred  Holders shall be entitled,  then such amounts
          shall be  distributed  ratably to such  Special  Preferred  Holders in
          proportion  to  the  full  amounts  to  which  they  respectively  are
          entitled.  Neither the consolidation or merger of the Corporation with
          or into  any  other  corporation  or  corporations,  nor  the  sale or
          transfer by the Corporation of all or any part of its assets or stock,
          shall be deemed to be a liquidation of the Corporation for purposes of
          this Section.

                            (4)     Redemption Rights.

                            (i) At the option of the  Corporation,  as evidenced
                   by resolution of its Board of Directors,  the Corporation may
                   at any time, and from time to time,  redeem the entire amount
                   or any part of the shares of issued and  outstanding  Special
                   Preferred Stock,  without any redemption  premium or penalty,
                   at an amount equal to $100.00 per share.

                            (ii) If less  than all the  issued  and  outstanding
                   shares of Special  Preferred  Stock are to be redeemed by the
                   Corporation,  the  particular  shares to be redeemed shall be
                   conclusively selected or determined by the Board of Directors
                   of the Corporation  rata or by such other equitable manner as
                   the Board of Directors of the Corporation shall designate and
                   prescribe by resolution.

                            (iii) In case  less than all the  shares of  Special
                   Preferred Stock  represented by any  surrendered  certificate
                   are redeemed by the Corporation,  a new certificate  shall be
                   issued representing the unredeemed shares.

                            (iv) All shares of-Special  Preferred-Stock redeemed
                   as  hereinabove  provided  or  otherwise  shall be reared and
                   canceled and shall not be reissued.

                   (5) Other  Rights.  Holders of the  Special  Preferred  Stock
          shall not be entitled to any conversion rights,  preemptive rights, or
          any other rights not specified in this Section 3.5.

                                    ARTICLE 4
                               Board of Directors

          4.1 Classification.  Except as otherwise provided in these Amended and
 Restated  Articles of  Incorporation or Articles of Amendment filed pursuant to
 Section 3.3 hereof relating to the rights of the holders of any class or series
 of Preferred Stock,  voting  separately by class or series, to elect additional
 directors  under  specified  circumstances,  the  number  of  directors  of the
 Corporation  shall be fixed from time to time by or pursuant  to these  Amended
 and Restated  Articles of  Incorporation  or by bylaws of the Corporation  (the
 "Bylaws"). The directors, other than those who may be elected by the holders of
 any class or series of Preferred  Stock voting  separately  by class or series,
 shall be  classified,  with respect to the time for which they  severally  hold
 office,  into three  classes,  Class I,  Class II and Class III,  each of which
 shall be as nearly equal in number as possible, and shall be adjusted from time
 to time in the manner specified in the Bylaws to maintain such proportionality.
 Each initial  director in Class I shall hold office for a term  expiring at the
 2000 annual  meeting of the  shareholders;  each  initial  director in Class II
 shall  hold  office  for a term  expiring  at the 1999  annual  meeting  of the
 shareholders;  and each  initial  director in Class III shall hold office for a
 term expiring at the 1998 annual meeting of the  shareholders.  Notwithstanding
 the foregoing  provisions of this Section 4.1, each director  shall serve until
 such  director's  successor  is duly  elected  and  qualified,  or  until  such
 director's earlier death, resignation or removal. At each annual meeting of the
 shareholders,  the  successors to the class of directors  whose term expires at
 that meeting  shall be elected to hold office for a term expiring at the annual
 meeting of the shareholders  held in the third year following the year of their
 election and until their successors shall have been duly elected and qualified,
 or until such director's earlier death, resignation or removal.

          4.2 Special Nomination Rights. Notwithstanding the provisions of these
 Amended and Restated Articles of Incorporation or the  Corporation's  Bylaws as
 in  effect  from time to time,  (i)  Accel,  S.A.  de C.V.  ("Accel")  shall be
 entitled to nominate for election to the Board of Directors of the  Corporation
 two persons, one of whom shall be a Class I director and one of whom shall be a
 Class II director;  (ii) Schakale  Internacional,  S.A.  ("Schakale")  shall be
 entitled to nominate  for such  election  one person,  who shall be a Class III
 director;  (iii) the Compton Family Limited  Partnership  ("Compton")  shall be
 entitled  to nominate  for such  election  one  person,  who shall be a Class I
 director;  and (iv) the Kagan Family  Limited  Partnership  ("Kagan")  shall be
 entitled to nominate  for such  election  one person,  who shall be a Class III
 director;  provided,  however,  that (y) should at any time the  percentage  of
 Common Stock  beneficially  owned by Accel fall below twelve  percent (12 %) of
 the  aggregate  number of shares of Common Stock issued and  outstanding,  then
 Accel shall, automatically and without any right of reinstatement,  forfeit the
 right  pursuant to this  Section 4.2 to  nominate  for  election to the Board a
 Class I director,  and (z) should at any time the  percentage  of Common  Stock
 beneficially owned by any of Accel, Schakale,  Compton or Kagan fall below five
 percent  (5 %) of the  aggregate  number of shares of Common  Stock  issued and
 outstanding, then such party so falling below shall forfeit,  automatically and
 without any right of  reinstatement,  the right pursuant to this Section 4.2 to
 nominate  any  person for  election  to the  Board.  The  failure of any person
 nominated by any party  pursuant to this Section 4.2 to be elected or qualified
 shall not in any way affect such party's  future  nomination  rights under this
 Section 4.2. For purposes of calculating the foregoing percentages,  the number
 of shares  of  Common  Stock  beneficially  owned by each of  Accel,  Schakale,
 Compton or Kagan shall  include any shares of Common  Stock owned  beneficially
 and of record by any of its affiliates, or members of their immediate families,
 in each case as such term is defined under the Securities Exchange Act of 1934,
 as  amended  (the  "Exchange  Act").  Except  as set  forth in the  immediately
 following  sentence,  and  notwithstanding any other provision in these Amended
 and  Restated  Articles  of  Incorporation  to the  contrary,  at the  time for
 nomination to fill a vacancy  resulting from the death,  resignation or removal
 of a director who was elected  pursuant to a nomination  under this Section 4.2
 (or  who was an  opponent  of  such a  nominee  and  was  elected  instead)  (a
 "Ceasing-to-be  Director"),  then Accel, Schakale,  Compton or Kagan, whichever
 initially  nominated such  Ceasing-to-be-Director  (or whichever  nominated the
 defeated opponent of such director),  shall have the right (provided such right
 has not been  forfeited as set forth in this  Section 4.2) to nominate  another
 person for election to the Board of Directors  of the  Corporation  at the next
 annual   meeting  of   shareholders   to   complete   such   director's   term.
 Notwithstanding the foregoing, the Board of Directors shall be entitled to fill
 or leave  vacant the seat of any  Ceasing-to-be-Director  between the time that
 such  Director  ceases  to  be a  director  and  the  next  annual  meeting  of
 shareholders.  To be timely,  nomination  pursuant to this  Section 4.2 must be
 delivered to or mailed and  received at the  principal  business  office of the
 Corporation  not more than ten (10) days after notice of the date of the annual
 meeting  of  shareholders  is  given  to  such  shareholders  or  prior  public
 disclosure  of the date of the meeting is made,  except that,  in the case of a
 sitting   director   previously  so  nominated  under  this  Section  4.2,  the
 Corporation  shall  communicate  with such  director on a timely  basis for the
 purpose  of  confirming  that  such  director  is to  be  nominated  again  and
 requesting  the  information   requested  of  nominees   indicated  below.  Any
 nomination  pursuant  to this  Section 4.2 shall set forth (a) as to the person
 such party proposes to nominate for election or re-election as a director,  (i)
 the name, age, business address and residence address of such proposed nominee,
 (ii) the principal  occupation or employment of such person,(iii) the class and
 number of shares of capital  stock of the  Corporation  which are  beneficially
 owned by such person,  and (iv) any other  information  relating to such person
 that is required to be  disclosed in  solicitations  of proxies for election of
 directors,  or is otherwise  required,  in each case pursuant to Regulation 14A
 under the Exchange Act  (including  without  limitation  such person's  written
 consent to being named in the proxy  statement as a nominee and to serving as a
 director if elected);  and (b) as to the party making such  nomination  (i) the
 name and  address,  as they  appear on the  Corporation's  books,  of the party
 proposing such nomination,  and (ii) the class and number of shares of stock of
 the Corporation which are beneficially owned by the shareholder,  as calculated
 in  accordance  herewith.  Notwithstanding  the  foregoing,  no person shall be
 nominated for election as a director of the  Corporation  by any party pursuant
 to this  Section 4.2 if such person has  previously  been removed as a director
 for cause as provided in Section 4.3 below.  Notwithstanding  the provisions of
 the  Company's  Bylaws as in effect from time to time, in the event a person is
 properly  nominated  to stand for  election  as a director  of the  Corporation
 pursuant to this Section 4.2, such person shall be regarded as a nominee of the
 Board of Directors for purposes of  Regulation  14A under the Exchange Act. The
 forfeiture  by any party of any  special  nomination  rights  pursuant  to this
 Section  4.2 shall not  affect  such  party's  rights as a  shareholder  of the
 Corporation  generally  (it not being the intent  hereof to  deprive  any party
 hereto of any right otherwise incident to share ownership).

          4.3     Removal.

                   (A) Removal For Cause.  Except as otherwise provided pursuant
 to the provisions of these Amended and Restated  Articles of  Incorporation  or
 Articles  of  Amendment  relating  to the rights of the holders of any class or
 series of  Preferred  Stock,  voting  separately  by class or series,  to elect
 directors  under  specified  circumstances,  any director or  directors  may be
 removed  from  office at any time,  but only for cause (as  defined  in Section
 4.3(B) hereof) and only by the  affirmative  vote, at a special  meeting of the
 shareholders  called  for  such a  purpose,  of not  less  than  sixty-six  and
 two-thirds  percent  (66-2/3  %) of the  total  number  of  votes  of the  then
 outstanding  shares  of  capital  stock  of the  Corporation  entitled  to vote
 generally in the election of directors,  voting together as a single class, but
 only if notice of such  proposed  removal was  contained  in the notice of such
 meeting.   At  least  thirty  (30)  days  prior  to  such  special  meeting  of
 shareholders,  written notice shall be sent to the director or directors  whose
 removal will be considered at such meeting.  Except as provided by Section 4.2,
 any vacancy on the Board of Directors  resulting from such removal or otherwise
 shall be filled  only by vote of a majority  of the  directors  then in office,
 although less than a quorum, and any director so chosen shall hold office until
 the next election of the class for which such  director  shall have been chosen
 and until his or her  successor  shall have been elected and qualified or until
 any such director's earlier death, resignation or removal.

                   (B) "Cause"  Defined.  For the  purposes of this Section 4.3,
 "cause"  shall mean (i)  misconduct  as a director  of the  Corporation  or any
 subsidiary  of the  Corporation  which  involves  dishonesty  with respect to a
 substantial  or  material  corporate  activity  or  corporate  assets,  or (ii)
 conviction of an offense  punishable  by one (1) or more years of  imprisonment
 (other than minor  regulatory  infractions and traffic  violations which do not
 materially and adversely affect the Corporation.)

                   4.4  Change  of  Number  of  Directors.  In the  event of any
 increase or decrease in the authorized number of directors,  no decrease in the
 number of directors  constituting the Board of Directors shall shorten the term
 of any incumbent director.

                   4.5  Directors   Elected  by  Holders  of  Preferred   Stock.
 Notwithstanding the foregoing,  whenever the holders of any one or more classes
 or series of Preferred  Stock issued by the  Corporation  shall have the right,
 voting  separately  by class or series,  to elect one or more  directors  at an
 annual or  special  meeting  of  shareholders,  the  election,  term of office,
 filling of vacancies and other features of such directorships shall be governed
 by the terms of these  Amended  and  Restated  Articles  of  Incorporation,  as
 amended  by  Articles  of  Amendment  applicable  to such  classes or series of
 Preferred Stock.

                   4.6 Exercise of Business Judgment.  In discharging his or her
 duties as a director of the  Corporation,  a director may consider such factors
 as the director  considers  relevant,  including  the  long-term  prospects and
 interests of the Corporation and its shareholders, the social, economic, legal,
 or other  effects  of any  corporate  action or  inaction  upon the  employees,
 suppliers,  customers of the Corporation or its  subsidiaries,  the communities
 and  society  in which the  Corporation  or its  subsidiaries  operate  and the
 economy of the State of Florida and the United States.

                   4.7 Number of Directors. The number of directors constituting
 the Board of Directors of the Corporation is eight (8); provided,  however that
 in the event the  percentage  of Common  Stock  beneficially  owned by Schakale
 immediately  following  the  last  to  occur  of  (i)  the  expiration  of  the
 over-allotment  options  granted to the  underwriters  in  connection  with the
 initial  public  offering of shares of Common Stock and (ii) the closing of the
 last sale  pursuant to any exercise  thereof,  falls below five percent (5%) of
 the  aggregate-number  of shares of Common Stock issued and outstanding,  then,
 notwithstanding  any other provision of these Amended and Restated  Articles of
 Incorporation,   David  Garza-Santos  (or  his  successor,  if  any)  shall  be
 automatically  removed  as a  director  of the  Corporation  and the  number of
 directors  constituting  the Board of  Directors  of the  Corporation  shall be
 reduced  to seven (7)  without  the need for any  further  action by either the
 Board of Directors or shareholders of the Corporation.  The number of directors
 may be increased or decreased from time to time as provided in the Bylaws,  but
 in no event shall the number of  directors  be less than five (5) nor more than
 fifteen (15);  provided,  however,  that, unless required by law, the number of
 directors shall not be increased or decreased without the consent of each party
 remaining entitled to special nomination rights pursuant to Section 4.2 above.

                                    ARTICLE 5
                             Action By Shareholders

          5.1 Call For Special Meeting.  Special meetings of the shareholders of
 the  Corporation may be called at any time, but only by (a) the Chairman of the
 Board of the Corporation,  (b) the Chief Executive  Officer of the Corporation,
 (c) a majority of the directors  then in of office,  and (d) the holders of not
 less than  twenty-five  percent (25 %) of the total number of votes of the then
 outstanding  shares  of  capital  stock  of the  Corporation  entitled  to vote
 generally in the election of directors, voting together as a single class.

          5.2  Shareholder  Action By Written  Consent.  Any action  required or
 permitted  by the  FBCA  to be  taken  at any  annual  or  special  meeting  of
 shareholders may be taken without a meeting,  without prior notice, and without
 a vote if one or more  written  consents  describing  the action taken shall be
 signed and dated by the holders of outstanding capital stock of the Corporation
 of each voting group  entitled to vote thereon having not less than the minimum
 number of votes with  respect to each voting  group that would be  necessary to
 authorize  or take such  action at a meeting  at which all  voting  groups  and
 shares  entitled to vote thereon were present and voted.  Such consents must be
 delivered  to  the  principal  office  of  the  Corporation  in  Florida,   the
 Corporation's principal place of business, the Secretary, or another officer or
 agent of the  Corporation  having custody of the books in which  proceedings of
 meetings of shareholders are recorded. No written consent shall be effective to
 take the corporate action referred to therein unless,  within sixty days of the
 date of the earliest  dated consent  delivered in the manner  required  herein,
 written  consents  signed by the number of holders  required to take action are
 delivered to the Corporation by delivery as set forth in this Section.

                                    ARTICLE 6
                                 Indemnification

          6.1  Provision  of  Indemnification.  The  Corporation  shall,  to the
 fullest  extent  permitted or required by the FBCA,  including  any  amendments
 thereto  (but in the  case of any  such  amendment,  only  to the  extent  such
 amendment   permits  or   requires   the   Corporation   to   provide   broader
 indemnification  rights than prior to such amendment),  indemnify its Directors
 and Executive Officers against any and all Liabilities, and advance any and all
 reasonable  Expenses,  incurred  thereby  in any  Proceeding  to which any such
 Director or Executive Officer is a Party or in which such Director or Executive
 Officer is  deposed  or called to testify as a witness  because he or she is or
 was a  Director  or  Executive  Officer  of  the  Corporation.  The  rights  to
 indemnification  granted  hereunder shall not be deemed  exclusive of any other
 rights to  indemnification  against  Liabilities or the advancement of Expenses
 which a  Director  or  Executive  Officer  may be  entitled  under any  written
 agreement, Board of Directors' resolution,  vote of shareholders,  the FBCA, or
 otherwise.  The Corporation  may, but shall not be required to,  supplement the
 foregoing  rights to  indemnification  against  Liabilities  and advancement of
 Expenses  by the  purchase  of  insurance  on  behalf of any one or more of its
 Directors  or  Executive  Officers  whether  or not the  Corporation  would  be
 obligated  to  indemnify  or advance  Expenses to such  Director  or  Executive
 Officer under this Article.  For purposes of this Article, the term "Directors"
 includes  former  directors of the  Corporation  and any director who is or was
 serving at the request of the Corporation as a director,  officer, employee, or
 agent of another  Corporation,  partnership,  joint  venture,  trust,  or other
 enterprise,  including,  without  limitation,  any employee benefit plan (other
 than in the capacity as an agent  separately  retained and  compensated for the
 provision  of  goods  or  services  to  the  enterprise,   including,   without
 limitation, attorneys-at-law, accountants, and financial consultants). The term
 "Executive  Officers"  includes those  individuals  who are or were at any time
 "executive  officers" of the  Corporation as defined in Securities and Exchange
 Commission Rule 3b-7 promulgated under the Securities  Exchange Act of 1934, as
 amended.  All other  capitalized terms used in this Article 6 and not otherwise
 defined  herein  have the  meaning  set  forth in FBCA  Section  607.0850.  The
 provisions  of this  Article  6 are  intended  solely  for the  benefit  of the
 indemnified parties described herein, their heirs and personal  representatives
 and shall not create any rights in favor of third  parties.  No amendment to or
 repeal of this Article Vl shall diminish the rights of indemnification provided
 for herein prior to such amendment or repeal.

                                    ARTICLE 7
                                   Amendments

          7.1 Amended and Restated  Articles of  Incorporation.  Notwithstanding
 any other provision of these Amended and Restated  Articles of Incorporation or
 the Bylaws of the Corporation (and notwithstanding that a lesser percentage may
 be specified by law) the affirmative  vote of sixty-six and two-thirds  percent
 (66-2/3%)  of the total number of votes of the then  outstanding  shares of the
 capital stock of the Corporation  entitled to vote generally in the election of
 directors,  voting  together  as a  single  class,  shall be  required  (unless
 separate  voting  by  classes  is  required  by the  FBCA,  in which  event the
 affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the number of
 shares of each class or series  entitled to vote as a class shall be required),
 to amend or repeal, or to adopt any provision  inconsistent with the purpose or
 intent of,  Articles 4, 5, 6 or this  Article 7 of these  Amended and  Restated
 Articles of  Incorporation.  Notice of any such proposed  amendment,  repeal or
 adoption  shall be  contained in the notice of the meeting at which it is to be
 considered.  Subject  to the  provisions  set  forth  herein,  the  Corporation
 reserves the right to amend,  alter,  repeal or rescind any provision contained
 in these Amended and Restated  Articles of  Incorporation  in the manner now or
 hereafter  prescribed by law.  Notwithstanding the foregoing,  Sections 4.1 and
 4.2 of Article 4 of these Amended and Restated  Articles of  Incorporation  may
 not be amended  without  the  consent of each party  remaining  entitled to any
 special nomination rights pursuant to Section 4.2 hereof.

          7.2 Bylaws.  The  shareholders of the Corporation may adopt or amend a
 bylaw which fixes a greater quorum or voting  requirement for  shareholders (or
 voting groups of  shareholders)  than is required by the FBCA.  The adoption or
 amendment of a bylaw that adds,  changes or deletes a greater  quorum or voting
 requirement for  shareholders  must meet the same quorum or voting  requirement
 and be adopted by the same vote and voting groups required to take action under
 the quorum or voting  requirement  then in effect or  proposed  to be  adopted,
 whichever is greater.

                                    ARTICLE 8
                           Registered Office and Agent

          The address of the Registered  Office of the  Corporation is 4902 West
 Waters Avenue,  Tampa,  FL 33634,  and the Registered  Agent at such address is
 Richard J. Domino.

                                    ARTICLE 9
                      Principal Office and Mailing Address

          The address of the Principal Office of the Corporation and its mailing
          address is 4902 West Waters Avenue,  Tampa, FL 33634.  The location of
          the  Principal  Office  and the  mailing  address  shall be subject to
          change as may be provided in the Bylaws.

           IN  WITNESS   WHEREOF,   these  Amended  and  Restated   Articles  of
 Incorporation have been signed this 22nd day of October, 1997.


                                            /s/ William W. Compton
                                            William W. Compton
                                            Chief Executive Officer

                                            ATTEST:
                                           
                                            /s/ Michael Kagan
                                            Michael Kagan
                                            Secretary


<PAGE>


                            ACCEPTANCE OF APPOINTMENT
                               BY REGISTERED AGENT



         THE  UNDERSIGNED,  having  been  named in  Article  8 of the  foregoing
Amended and Restated  Articles of  Incorporation  as the Registered Agent at the
office designated therein,  hereby accepts such appointment and agrees to act in
such  capacity.  The  undersigned  hereby states that he is familiar  with,  and
hereby accepts, the obligations set forth in Section 607.0505, Florida Statutes,
and the  undersigned  will further comply with any other  provisions of law made
applicable to him as Registered Agent of the Corporation.

DATED this 22nd day of October, 1997




                                      /s/ Richard J. Domino
                                      Richard J. Domino
                                      Registered Agent