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                                                                     EXHIBIT 3.1


                       Restated Articles of Incorporation

                                       of

                                T/R Systems, Inc.

                                       I

         The name of the corporation is "T/R Systems, Inc."

         Section 1. Authorized Capital Stock. The Corporation shall be
authorized to issue one hundred million (100,000,000) shares of stock, divided
into eighty-eight million (88,000,000) shares of capital stock, one cent ($0.01)
par value per share, to be designated as "Common Stock", and twelve million
(12,000,000) shares of preferred stock, one cent ($0.01) par value per share
("Preferred Stock"), of which (i) eight hundred eighty thousand (880,000) shares
of preferred stock shall be designated as "Series A Junior Participating
Preferred Stock", having the terms, preferences, privileges and restrictions set
forth on Exhibit A attached hereto (and thereby made a part hereof); and (ii)
eleven million one hundred twenty thousand (11,120,000) shares of preferred
stock to be issued in one or more series, in the manner provided below.

         The Board of Directors is hereby authorized to issue the shares of
undesignated Preferred Stock in such series and to fix from time to time before
issuance the number of shares to be included in any series and the designation,
relative powers, preferences and rights and qualifications, limitations or
restrictions of all shares of such series. The authority of the Board of
Directors with respect to each series shall include, without limiting the
generality of the foregoing, the determination of any or all of the following:

                  (a)      the number of shares of any series and the
         designation to distinguish the shares of such series from the shares of
         all other series;

                  (b)      the voting powers, if any, and whether such voting
         powers are full or limited in such series;

                  (c)      the redemption provisions, if any, applicable to such
         series, including the redemption price or prices to be paid;

                  (d)      whether dividends, if any, shall be cumulative or
         noncumulative, the dividend rate of such series, and the dates and
         preferences of dividends on such series;

                  (e)      the rights of such series upon the voluntary or
         involuntary dissolution of, or upon any distribution of the assets of,
         the corporation;

                  (f)      the provisions, if any, pursuant to which the shares
         of such series are convertible into, or exchangeable for, shares of any
         other class or classes or of any other series of the same or any other
         class or classes of stock of the corporation or any other corporation,
         and the price or prices or the rates of exchange applicable thereto;



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                  (g)      the right, if any, to subscribe for or to purchase
         any securities of the corporation or any other corporation;

                  (h)      the provisions, if any, of a sinking fund applicable
         to such series; and

                  (i)      any other relative, participating, optional or other
         special powers, preferences, rights, qualifications, limitations or
         restrictions thereof;

all as shall be determined from time to time by the Board of Directors and
stated in the resolution or resolutions providing for the issuance of such
Preferred Stock (a "Preferred Stock Designation").

         Section 2. Voting Entitlement. A holder of Common Stock shall be
entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders for each share of the Common Stock held of record by such holder as
of the record date for such meeting. Except as may be provided by applicable
law, in these Second Amended and Restated Articles of Incorporation or by the
Board of Directors in a Preferred Stock Designation, the Common Stock shall have
the exclusive right to vote for the election of directors and for all other
purposes, and holders of Preferred Stock shall not be entitled to receive notice
of any meeting of shareholders at which they are not entitled to vote.

                                       II

         The Board of Directors shall have the power to make, amend and repeal
the Bylaws of the corporation. Any Bylaws made by the Board of Directors under
the powers conferred hereby may be amended or repealed by the Board of Directors
(except as specified in any such Bylaw so made or amended) or by the
shareholders in the manner provided in the Bylaws of the corporation. The
corporation may in its Bylaws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.

                                      III

         Any action required or permitted to be taken by the shareholders of the
corporation must be effected at a duly called annual or special meeting of
shareholders of the corporation. Special meetings of shareholders of the
corporation may be called only by the Chairman of the Board of Directors, and
shall be called by the Chairman of the Board of Directors or the Secretary
within 10 days after receipt of the written request of a majority of the total
number of Directors which the corporation would have if there were no vacancies.
At any annual meeting or special meeting of shareholders of the corporation,
only such business shall be conducted or considered as shall have been brought
before such meeting in the manner provided in the Bylaws of the corporation.
Notwithstanding anything contained in these Second Restated Articles of
Incorporation to the contrary, unless otherwise required by applicable law, the
affirmative vote of at least 80% of the voting power of the then outstanding
shares of Common Stock and outstanding shares of Preferred Stock voting
together, to the extent that the outstanding shares of Preferred Stock are
afforded voting rights and powers generally equal to the voting rights and
powers of shares of Common Stock (such holders of such 80% voting power herein
the


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"Requisite Holders"), shall be required to amend or repeal, or adopt any
provision inconsistent with this Article IV.

                                       IV

         Section 1. Number, Election and Terms of Directors. The number of the
directors of the corporation shall not be less than 3 nor more than 15 and shall
be fixed from time to time in the manner described in the Bylaws.

         The directors shall be classified with respect to the time for which
they severally hold office into three classes, as nearly equal in number as
possible, designated Class I, Class II and Class III. The directors first
appointed to Class I shall hold office for a term expiring at the annual meeting
of shareholders to be held in 2000; the directors first appointed to Class II
shall hold office for a term expiring at the annual meeting of shareholders to
be held in 2001; and the directors first appointed to Class III shall hold
office for a term expiring at the annual meeting of shareholders to be held in
2002; with the members of each class to hold office until their successors are
elected and qualified. Unless otherwise required by applicable law, at each
succeeding annual meeting of the shareholders of the corporation, the successors
of the class of directors whose term expires at that meeting shall be elected by
a plurality vote of all votes cast at such meeting (giving effect to the
provisions of Article II, Section 2) to hold office for a term expiring at the
annual meeting of shareholders held in the third year following the year of
their election. Notwithstanding the foregoing, if at the time of any annual
meeting of shareholders, the corporation is prohibited by applicable law from
having a classified Board of Directors, all of the directors shall be elected at
such annual meeting for a one-year term only. If at the time of any subsequent
annual meeting of shareholders the corporation is no longer prohibited by
applicable law from having a classified Board of Directors, the Board of
Directors shall again be classified in accordance with the first sentence of
this paragraph, and at such annual meeting directors initially shall be elected
to serve in Class I, Class II or Class III to hold office for a term expiring at
the first, second or third succeeding annual meeting of the shareholders,
respectively; thereafter, successors to each Class shall be elected in
accordance with the third sentence of this paragraph; such classified Board of
directors at all times being subject to the immediately preceding sentence of
this paragraph. Elections of directors need not be by written ballot unless
requested by the Chairman of the Board of Directors or by the holders of a
majority of the voting power of the then outstanding shares of Common Stock and
outstanding shares of Preferred Stock voting together, to the extent that the
outstanding shares of Preferred Stock are afforded voting rights and powers
generally equal to the voting rights and powers of shares of Common Stock,
voting in accordance with the provisions of Article II, Section 2, present in
person or represented by proxy at a meeting of the shareholders at which
directors are to be elected.

         Section 2. Nomination of Director Candidates. Advance notice of
shareholder nominations for the election of directors shall be given in the
manner provided in the Bylaws of the corporation.

         Section 3. Newly Created Directorships and Vacancies. Unless otherwise
required by applicable law, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation,


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disqualification, removal or other cause shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though they may constitute less than a quorum of the Board of Directors, or by a
sole remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of an incumbent director.

         Section 4. Removal. Unless otherwise required by applicable law, any
director may be removed from office by the shareholders only for cause and only
in the manner provided in this Section 4 of Article V. At any annual meeting or
special meeting of the shareholders of the corporation, the notice of which
shall state that the removal of a director or directors is among the purposes of
the meeting, the affirmative vote of at least the Requisite Holders, may remove
such director or directors for cause.

         Section 5. Amendment, Repeal, Etc. Notwithstanding anything contained
in these Second Amended and Restated Articles of Incorporation to the contrary,
unless otherwise required by applicable law, the affirmative vote of at least
the Requisite Holders shall be required to amend or repeal, or adopt any
provision inconsistent with, this Article V.

                                       V

         In discharging the duties of their respective positions and in
determining what is believed to be in the best interests of the corporation, the
Board of Directors, committees of the Board of Directors, and individual
directors, in addition to considering the effects of any action on the
corporation or its shareholders, may consider the interests of employees,
customers, suppliers and creditors of the corporation and its subsidiaries, the
communities in which offices or other establishments of the corporation and its
subsidiaries are located, and all other factors such directors deem pertinent;
provided, however, that this Article VI shall be deemed solely to grant
discretionary authority to the directors and shall not be deemed to provide to
any constituency any right to be considered.

                                       VI

         A director of the corporation shall not be liable to the corporation or
its shareholders for or with respect to any acts or omissions in the performance
of his duties as a director, except to the extent such exemption from liability
or limitation thereof is not permitted under the Georgia Business Corporation
Code as currently in effect or as the same may be hereafter amended or under any
other applicable law currently or hereafter in effect. No amendment,
modification or repeal of this Article shall adversely affect any right or
protection of a director that exists at the time of such amendment,
modification, or repeal.

                                      VII

         Each individual who is or was a director or officer of the corporation
or who, while a director or officer of the corporation, is or was serving at the
request of the Board of Directors or an officer of the corporation as an
employee or agent of the corporation or as a director, officer,


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employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including the heirs, executors, administrators or estate of
such person), shall be indemnified by the corporation to the fullest extent
permitted by the Georgia Business Corporation Code or any other applicable laws
as presently or hereafter in effect. The right to indemnification granted by
this Article VIII shall include the right to be paid in advance expenses
incurred in defending a proceeding. The corporation may, by action of the Board
of Directors, provide indemnification to other employees and agents of the
corporation with the same scope and effect as the foregoing indemnification of
directors and officers. The right of indemnification provided in this Article
VIII shall not be exclusive of any other rights to which any person seeking
indemnification may otherwise be entitled, and shall be applicable to matters
otherwise within its scope irrespective of whether such matters arose or arise
before or after the adoption of this Article VIII. Without limiting the
generality or the effect of the foregoing, but subject to the limitations of the
Georgia Business Corporation Code, the corporation may adopt Bylaws, or enter
into one or more agreements with any person, which provide for indemnification
greater or different than that provided in this Article VIII. No amendment,
modification or repeal of this Article shall adversely affect any right or
protection of a director, officer, employee or agent that exists at the time of
such amendment, modification or repeal.

                                      VIII

         Any issued and outstanding shares of stock of the corporation which are
repurchased by the corporation shall become treasury shares, which shall be held
in treasury by the corporation until resold or retired and canceled in the
discretion of the Board of Directors. Any treasury shares which are retired and
canceled shall constitute authorized but unissued shares.