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                                                                     EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                       HOMECAPITAL INVESTMENT CORPORATION


     FIRST.  The name of the corporation is HomeCapital Investment Corporation.

     SECOND.  Its principal office in the State of Nevada is located at One East
First Street, Reno, Washoe County, Nevada 89501.  The name and address of its
resident agent is the Corporation Trust Company of Nevada, One East First
Street, Reno, Nevada 89501.

     THIRD.  The nature of the business, or objects or purposes proposed to be
transacted, promoted or carried on are:

     To engage in any lawful activity and to manufacture, purchase or otherwise
acquire, invest in, own, mortgage, pledge, sell, assign and transfer or
otherwise dispose of, trade, deal in and deal with goods, wares and merchandise
and personal property of every class and description.

     To hold, purchase and convey real and personal estate and to mortgage or
lease any such real and personal estate with its franchises and to take the same
by devise or bequest.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant license in respect of,
mortgage, or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock of or any bonds, securities
or evidences of the indebtedness created by any other corporation or
corporations of this state, or any other state or government, and, while owner
of such stock, bonds, securities or evidences of indebtedness, to exercise all
the rights, powers and privileges of ownership, including the right to vote, if
any.

     To borrow money and contract debts when necessary for the transaction of
its business, or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at specified time or times, or payable
upon the happening of a specified event or events, whether secured by mortgage,
pledge, or otherwise, or unsecured, for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful objects.
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     To purchase, hold, sell and transfer shares of its own capital stock, and
use therefor its capital, capital surplus, surplus, or other property or funds;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any impairment of its capital;
and provided further, that shares of its own capital stock belonging to it shall
not be voted upon, directly or indirectly, nor counted as outstanding, for the
purpose of computing any stockholders' quorum or vote.

     To conduct business, have one or more offices, and hold, purchase, mortgage
and convey real and personal property in this state, and in any of the several
states, territories, possessions and dependencies of the United States, the
District of Columbia, and in any foreign countries.

     To do all and everything necessary and proper for the accomplishment of the
objects hereinbefore enumerated or necessary or incidental to the protection and
benefit of the corporation, and, in general, to carry on any lawful business
necessary or incidental to the attainment of the objects of the corporation,
whether or not such business is similar in nature to the objects hereinbefore
set forth.

     The objects and purposes specified in its foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clauses in these Articles of
Incorporation, but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and purposes.

     FOURTH:  The amount of the authorized capital stock the corporation is
100,000,000 common shares with a par value of one cent ($.01) per share and
10,000,000 preferred shares with a par value of one cent ($.01) per share.

     The shares of preferred stock authorized hereby may, when authorized for
issuance by the Board of Directors of this corporation, be issued in series
having such designations, powers, preferences, rights and limitations, and on
such terms and conditions as the Board of Directors may from time to time
determine, including the rights, if any, of the holders thereof with respect to
voting, dividends, redemption, liquidation and conversion.

     FIFTH:  The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
corporation, provided that the number of directors shall not be reduced to less
than three (3), except that in cases where all the shares of the corporation are
owned beneficially and of record by either one or two stockholders, the number
of directors may be less than three (3) but not less than the number of
stockholders.

     The initial number of stockholders shall be one (1).

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     The names and post office addresses of the present board of directors,
which are seven (7) in number, are as follows:

    
     NAMES                      POST OFFICE ADDRESSES
 
     John W. Ballard            HomeCapital Investment Corporation
                                6836 Austin Center Blvd., Suite 280
                                Austin, Texas 78731
 
     E. Jeff Bomer              Synermark 
                                5929 Balcones Drive
                                Austin, Texas 78731
 
     J. Rolfe Johnson           J. Rolfe Johnson, P.C. 
                                1900 West Loop South, Suite 1175
                                Houston, Texas 77027
 
     Larry D. Meyers            Larry Meyers & Associates
                                The Capital Hill Office Bldg.
                                412 First Street, S.E.
                                Suite 1, Lobby Level
                                Washington, D.C. 20003
 
     Robert R. Neyland          3330 Oakwell Court 
                                San Antonio, Texas 78218
 
     Peter A. Pyhrr             Magnetic Ticket & Label Corp. 
                                8719 Diplomacy Row
                                Dallas, Texas 75247
 
     Walter W. Stoeppelwerth    HomeTech Information Systems, Inc. 
                                5161 River Road
                                Bethesda, Maryland 20816

 
     SIXTH.  The capital stock, after the amount of the subscription price or
par value has been paid in, shall not be subject to assessment to pay the debts
of the corporation.

     SEVENTH.  The name and post office address of each of the incorporators
signing the Articles of Incorporation have been omitted.

     EIGHTH.  The corporation is to have perpetual existence.

     NINTH.  In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

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     Subject to the by-laws, if any, adopted by the stockholders, to make, alter
or amend the by-laws of the corporation.

     To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.

     By resolution passed by a majority of the whole board, to designate one (1)
or more committees, each committee to consist of one (1) or more of the
directors of the corporation, which, to the extent provided in the resolutions
or in the by-laws of the corporation, shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it.  Such committee or committees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deems expedient and for the best
interests of the corporation.

     TENTH.  Meetings of stockholders may be held outside the State of Nevada,
if the by-laws so provide.  The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Nevada at such
place or places as may be designated from time to time by the board of directors
or in the by-laws of the corporation.

     ELEVENTH.  This corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute or by the Articles of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.

     TWELFTH.  No stockholder of this corporation shall by reason of his holding
shares of any class have any preemptive or preferential right to purchase or
subscribe to any shares of any class of this corporation, now or hereafter to be
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the board of directors, in its discretion from time to time may grant, and at
such price as the board of directors in its discretion may fix; and the board of
directors may issue shares of any class

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of this corporation, or any notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase shares of any
class, without offering any such shares of any class, either in whole or in
part, to the existing stockholders of any class.

     THIRTEENTH.  No director or officer of the corporation shall be personally
liable to the corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director or officer, except that this Article does
not eliminate or limit the liability of a director or officer for:  (i) an act
or omission that involves intentional misconduct, fraud or a knowing violation
of the law; (ii) an act or omission for which the liability of a director or
officer is expressly provided for by an applicable statute, including the
liability for payment of distributions in violation of Section 78.300 of the
Nevada Revised Statutes; or (iii) any other act, omission, transaction or breach
of duty as to which any applicable statute, rule or regulation provides that the
liability of directors or officers may not be eliminated or limited.  If the
Nevada Revised Statutes or other applicable laws (collectively, "Laws")
hereafter are amended to authorize the further elimination or limitation of the
liability of directors or officers, then the liability of a director or officer
of the corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Laws.
No amendment to or repeal of this article shall apply to or have any effect on
the liability or alleged liability of any director or officer of the corporation
for or with respect to any acts or omissions of such director or officer
occurring prior to such amendment or repeal.

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