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                                                                    Exhibit 3.1


                           ARTICLES OF INCORPORATION
                                       OF
                             THE ENSTAR GROUP, INC.


                                   ARTICLE I

     The name of the Corporation is The Enstar Group, Inc.

                                   ARTICLE II

     The Corporation has authority to issue an aggregate of Fifty-Five Million
(55,000,000) shares of $.01 par value stock that together have unlimited voting
rights and that together are entitled to receive the net assets of the
Corporation upon dissolution.  Said shares of stock may be referred to as
"Common Stock".


                                  ARTICLE III

     No shareholder shall have the preemptive right to subscribe for or purchase
any shares or other securities issued by the Corporation.

                                   ARTICLE IV

     The Corporation is to have perpetual existence.

                                   ARTICLE V

     The initial Board of Directors of the Corporation shall consist of four
(4) members whose names and addresses are as follows:

                     Nimrod T. Frazer
                     172 Commerce Street, 3rd Floor
                     Montgomery, Alabama 36104

                     T. Whit Armstrong
                     Citizens Bank
                     301 S. Edwards
                     Enterprise, Alabama 36311

                     T. Wayne Davis
                     Davis Foundation
                     1910 San Marco Boulevard
                     Jacksonville, Florida 32207


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                     J. Christopher Flowers
                     Goldman Sachs
                     18th Floor
                     85 Broad Street
                     New York, New York 10004

                                   ARTICLE VI

     The terms of the directors of the Corporation shall be staggered by
dividing the total number of directors into three groups, with each group
containing one-third of the total number of directors, or as close to such
fraction as is possible.  The shareholders may remove a director only with
cause.

                                  ARTICLE VII

     The name of the Incorporator is Jennifer M. Crane, and her address is 1500
Marquis Two Tower, 285 Peachtree Center Avenue, Atlanta, Georgia 30303.

                                  ARTICLE VIII

     The address of the initial registered office of the Corporation shall be,
1201 Peachtree Street, N.E., Atlanta, Fulton County, Georgia 30361.  The initial
registered agent of the Corporation at such address shall be CT Corporation
System.

                                   ARTICLE IX

     The mailing address of the initial principal office of the Corporation is
172 Commerce Street, 3rd Floor, Montgomery, Alabama 36104.

                                   ARTICLE X

     The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be now or hereafter organized under the Georgia
Business Corporation Code, or by any other law of Georgia and by these Articles
of Incorporation, together with any powers incidental thereto.

                                   ARTICLE XI

     Subject to the provisions of Section 14-2-704 of the Georgia Business
Corporation Code, any action required by the Georgia Business Corporation Code
to be taken at a meeting of the shareholders of the Corporation or any action
which may be taken at a meeting of the shareholders may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by persons who would be entitled to vote at a meeting those shares having
voting power to cast not less than the


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minimum number (or numbers in the case of voting by classes) of votes that 
would be necessary to authorize or take such action at a meeting at which all 
shares entitled to vote were present and voted.

                                  ARTICLE XII

     Special meetings of the shareholders of the Corporation for any purpose or
purposes may be called at any time by the Chairman, or by the written request
of a majority of the members of the Board of Directors, but such special
meetings may not be called by any other person or persons, except as may be
required by the Georgia Business Corporation Code.

                                 ARTICLE XIII

     No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, other than liability (i) for any appropriation, in violation of his
duties, of any business opportunity of the Corporation, (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law,
(iii) for the types of liability set forth in Section 14-2-832 of the Georgia
Business Corporation Code, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the Georgia Business Corporation Code
is hereafter amended to authorize the further limitation or elimination of the
liability of a director, then the liability of a director of the Corporation
shall be limited or eliminated to the fullest extent permitted by the amended
Georgia Business Corporation Code.  Any repeal of modification of this Article
XIII shall be prospective only and shall not adversely affect any limitation or
elimination of the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

                                  ARTICLE XIV

     Any shareholder entitled to vote for the election of directors may submit
to the Board of Directors nominations for the election of directors only by
giving written notice (such written notice to include a statement of the
qualifications of the nominee) to the Secretary of the Corporation at least
sixty (60) days but not more than ninety (90) days prior to the annual meeting
of shareholders at which directors are to be elected, unless such requirement
is waived in advance of the meeting by the Board of Directors.  


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     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.




                                   /s/ Jennifer M. Crane
                                   ------------------------------------
                                   Jennifer M. Crane, Incorporator
























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    SECRETARY OF STATE                      DOCKET NUMBER:    981620463
   CORPORATIONS DIVISION                    CONTROL NUMBER:   9638786
   SUITE 315, WEST TOWER                    EFFECTIVE DATE:   06/10/1998
2 MARTIN LUTHER KING, JR., DR.              REFERENCE     :   0048
ATLANTA, GEORGIA 30334-1530                 PRINT DATE    :   06/11/1998
                                            FORM NUMBER   :   111



ERICA I. MOORE    PARKER, HUDSON, RAINER
1500 MARQUIS TWO TOWER
285 PEACHTREE CENTER AVENUE, N.E.
ATLANTA GA  30303





                           CERTIFICATE OF AMENDMENT


I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of
the State of Georgia, do hereby certify under the seal of my office that

                             THE ENSTAR GROUP, INC.
                         A DOMESTIC PROFIT CORPORATION


has filed articles of amendment in the office of the Secretary of State and has
paid the required fees as provided by Title 14 of the Official Code of Georgia
Annotated.  Attached hereto is a true and correct copy of said articles of
amendment.

WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.










                                                       /s/ Lewis A. Massey
                                                           LEWIS A. MASSEY
                                                           SECRETARY OF STATE


[STATE OF GEORGIA SEAL]
                                                            
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                             ARTICLES OF AMENDMENT
                                       OF
                           ARTICLES OF INCORPORATION
                                       OF
                             THE ENSTAR GROUP, INC.


                                       1.

      The name of the Corporation is The Enstar Group, Inc.

                                       2.

      The amendment to its Articles of Incorporation adopted by the Corporation
is to amend Article II of the Articles of Incorporation by adding the following
to the end of such Article II:

      "All shares of the Corporation that have been issued and are reacquired by
      the Corporation are treasury shares."

                                       3.

      Said amendment was adopted on May 21, 1998 at a meeting of the Board of
Directors of the Corporation.

                                       4.

      Said amendment was approved by the Board of Directors of the Corporation
without shareholder action, and shareholder action was not required in
accordance with the provisions of Section 14-2-631(d) of the Georgia Business
Corporation Code.

                                       5.

      IN WITNESS WHEREOF, The Enstar Group, Inc. has caused these Articles of
Amendment to be executed, its corporate seal to be affixed, and its seal and
execution hereof to be attested, all by its duly authorized officers, this 5th
day of June, 1998.


                                        THE ENSTAR GROUP, INC.


[CORPORATE SEAL]
                                          
                                        By: /s/ Nimrod T. Frazer  
                                            ---------------------------------  
                                            Nimrod T. Frazer, Chief Executive
                                            Officer

ATTEST:


/s/ Cheryl D. Davis
---------------------------
Cheryl D. Davis, Secretary