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                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                        UNION FINANCIAL SERVICES-1, INC.


          The undersigned, acting as incorporator of Union Financial Services-1,
Inc., under Title 7, Chapter 78 of the Nevada Revised Statutes, adopts the
following Articles of Incorporation.  


                                    ARTICLE I

                                      NAME

          The name of the corporation is:

               Union Financial Services-1, Inc.

                                   ARTICLE II

                                     ADDRESS

          The mailing address of the corporation is:

                      6991 East Camelback Road, Suite B-290
                            Scottsdale, Arizona 85251

                                   ARTICLE III

                            COMMENCEMENT OF EXISTENCE

          The existence of the corporation will commence on the date of filing
of these Articles of Incorporation, and the corporation shall have perpetual
existence.  
 
                                   ARTICLE IV

                                     PURPOSE

          The nature of the business or purposes to be conducted or promoted
are:

          1.   To execute and deliver one or more student loan purchase
     agreements (each, a Purchase Agreement") by and between the corporation, as
     purchaser, and Union Bank and Trust Company ("Union Bank") as seller, and
     other sellers selected by the corporation (each, a "Seller" and,
     collectively, the "Sellers"); the Servicing Agreement, dated on or about
     the date of the Indenture referred to below, by and among the corporation
     and Union Bank and/or an affiliate thereof; and the Indenture of Trust,
     dated on or about the date of the Servicing Agreement (the "Indenture"),
     between the corporation and a trustee, and to undertake all rights, duties
     and obligations contained in said Agreements, including, but not limited
     to, the purchase of the Student Loans (as defined in the 

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     Purchase Agreement) from the Seller and the pledge and assignment of said 
     Student Loans, rights, duties and obligations to the trustee pursuant to 
     the Indenture.

          2.   To enter into documents on substantially similar terms as the
     Agreements referred to above as may be contemplated by the Indenture.

          3.   To enter into and to perform obligations pursuant to agreements
     necessary or desirable to effectuate the foregoing, including the Notes (as
     defined in the Indenture) (such agreement and the agreements referred to in
     paragraphs 2 and 3 shall be collectively referred to herein as the
     "Agreements").

          4.   To engage in any other lawful act or activity for which private
     corporations may be organized under the Nevada Revised Statutes which are
     incidental to the foregoing or necessary and appropriate to the foregoing.

                                    ARTICLE V

                                AUTHORIZED SHARES

          The maximum number of shares that the corporation is authorized to
have outstanding at any time is 1,000 shares of common stock, each share having
no par value.


                                   ARTICLE VI

                       INITIAL REGISTERED OFFICE AND AGENT

          The street address of the initial registered office of the corporation
is The Corporation Trust Company of Nevada, 1 East First Street, Reno, Nevada
89501, and the name of the corporation's initial registered agent at that
address is The Corporation Trust Company of Nevada.


                                   ARTICLE VII

                           INITIAL BOARD OF DIRECTORS

          The corporation shall have five directors initially.  The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one.  The names and street addresses
of the initial directors are:
  
        NAME                                  ADDRESS 
        ----                                  ------- 
 Michael S. Dunlap                4732 Calvert Street 
                                  Lincoln, Nebraska  68506 

 Stephen F. Butterfield           7001 N. Tatum Boulevard 
                                  Paradise Valley, Arizona  85253 
 



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 Ross Wilcox                      4732 Calvert Street 
                                  Lincoln, Nebraska  68506 
 
 Ronald W. Page                   3015 S. Parker Road, #400 
                                  Aurora, Colorado  80014 

 Dr. Paul Hoff                    Hernia Hill, Rural Route 1 
                                  Seward, Nebraska  68434 

                                  ARTICLE VIII

                                  INCORPORATOR

          The name and street address of the incorporator is:

            NAME                        ADDRESS 
            ----                        ------- 
     Robert J. Ahrenholz      717 17th Street, Suite 2900
                              Denver, Colorado 80202


                                   ARTICLE IX

                                     BYLAWS

          The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except as limited by Article X
hereof and that the board of directors may not amend or repeal any bylaw adopted
by the shareholders if the shareholders specifically provide that the bylaw is
not subject to amendment or repeal by the directors.

                                    ARTICLE X

                                  RESTRICTIONS

     So long as the Indenture is in effect:

          1.   The corporation shall not engage in any business or activity
     other than in connection with or relating to the Agreements and as
     otherwise permitted herein.

          2.   The corporation shall not consolidate or merge with or into any
     other entity or convey or transfer its properties and assets substantially
     as an entirety to any entity unless (i) the entity (if other than the
     corporation) formed or surviving such consolidation or merger, or that
     acquires by conveyance or transfer the properties and assets of the
     corporation substantially as an entirety, shall be organized and existing
     under the laws of the United States of America or any State thereof or the
     District of Columbia, and shall expressly assume, the due and punctual
     payment of the Notes then outstanding and the performance of every covenant
     on the part of the corporation to be performed or observed pursuant to the
     Indenture, and (ii) immediately after giving effect to such transaction, no
     Event of Default under the Indenture shall have occurred and be continuing.

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          3.   The corporation shall not dissolve or liquidate, in whole or in
     part, except (i) to the extent a merger or consolidation as described in
     Section 2 of this Article X may be deemed a dissolution or liquidation or
     (ii) with the prior written consent of the rating agency rating any of the
     Notes issued under the Indenture (the "Rating Agency").

          4.   The funds and other assets of the corporation shall not be
     commingled with those of any other individual, corporation, estate,
     partnership, joint venture, association, joint stock company, trust,
     unincorporated organization, or government or any agency or political
     subdivision thereof.

          5.   The corporation shall not hold itself out as being liable for the
     debts of any other party.

          6.   The corporation shall not form, or cause to be formed, any
     subsidiaries.

          7.   The corporation shall act solely in its corporate name and
     through its duly authorized officers or agents in the conduct of its
     business, and shall conduct its business so as not to mislead others as to
     the identity of the entity with which they are concerned.

          8.   The corporation shall maintain corporate records and books of
     account and shall not commingle its corporate records and books of account
     with the corporate records and books of account of any other corporation. 
     The books of the corporation may be kept (subject to any provision
     contained in the applicable statutes) inside or outside the State of Nevada
     such place or places as may be designated from time to time by the Board of
     Directors or in the Bylaws of the corporation.

          9.   The Board of Directors of the corporation shall hold appropriate
     meetings to authorize all of its corporate actions.  Regular meetings of
     the Board of Directors shall be held not less frequently than three times
     per annum.

          10.  Meetings of the shareholders of the corporation shall be held not
     less frequently than one time per annum.

          11.  The corporation shall not amend, alter, change or repeal any
     provision contained in this Article X without (i) the affirmative vote in
     favor thereof of the holders of the outstanding stock of the corporation
     entitled to vote thereon; and (ii) the prior written consent of the Rating
     Agency.

          12.  The corporation shall not amend its articles of incorporation or
     bylaws without the prior written consent of the Rating Agency.

          13.  The corporation shall not permit nor register the transfer of any
     of its capital stock.

          14.  The corporation shall not incur, assume or guarantee any
     indebtedness of any person, except for such indebtedness (i) as may be
     incurred by the corporation in connection with the issuance of the notes
     under the Indenture (the "Notes"), (ii) as is non-recourse to the
     corporation and subordinate to payments on the Notes, (iii) as is rated no
     less than the rating assigned by the Rating Agency with respect to the
     Notes, or (iv) as may otherwise be issued with 

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     the written confirmation of the Rating Agency that any rating with respect
     to the existing Notes will not be withdrawn or downgraded as a result of 
     such issuance.

                                   ARTICLE XI

                           SPECIAL DIRECTOR PROVISIONS

     So long as the Indenture is in effect, at all times, except in the case of
a temporary vacancy, which shall promptly be filled, at least one director of
the corporation shall be a person who does not own beneficially, directly or
indirectly, more than 5% of the outstanding Common Stock and who is not a
director, officer or employee of any person, firm, corporation or other entity
owning beneficially, directly or indirectly, more than 5% of the outstanding
Common Stock of the corporation (the "Special Director"); provided, that such
Special Director may serve in similar capacities for other "special purpose
entities" formed by Union Financial Services, Inc. or affiliates thereof.  In
the event of the resignation of the Special Director of the corporation whose
service satisfies the foregoing qualification requirement, the shareholders or
the Board of Directors of the corporation, as the case may be, shall elect or
appoint a person to such vacancy who meets the criteria set out in the foregoing
sentence.  The member of the initial Board of Directors who fulfills the
foregoing requirements is Dr. Paul Hoff, whose address is Hernia Hill, Rural
Route 1, Seward, Nebraska 68434.

                                   ARTICLE XII

                             BANKRUPTCY RESTRICTIONS

     The corporation shall not, without the unanimous affirmative vote of the
whole Board of Directors (which shall include the Special Director) of the
corporation, institute any proceedings to adjudicate the corporation a bankrupt
or insolvent, consent to the institution of bankruptcy or insolvency proceedings
against the corporation, file a petition seeking or consenting to reorganization
or relief under any applicable federal or state law relating to bankruptcy,
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the corporation or a substantial
part of its property or admit its inability to pay its debts generally as they
become due or authorize any of the foregoing to be done or taken on behalf of
the corporation.  With respect to a vote for the filing of a bankruptcy petition
or other such action as described above, the Special Director shall owe his
fiduciary duty to the corporation itself, including the corporation's creditors.

                                  ARTICLE XIII

                                   AMENDMENTS

          The corporation reserves the right to amend, alter, change, or repeal
any provision in these Articles of Incorporation in the manner prescribed by
law, and all rights conferred on shareholders are subject to this reservation,
provided that any such amendment, alteration or repeal shall comply with the
provisions of Article X hereof.  











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          The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Nevada, has executed these Articles of
Incorporation this 23rd day of February, 1996.  



                         /s/ Robert J. Ahrenzholz, Incorporator  
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