<PAGE>

                                                                    Exhibit 10.8

                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                           PINNACLE TOWERS III INC.

     In accordance with Section 607.1007 of the Florida Business Corporation Act
("FBCA"), the Articles of Incorporation of Pinnacle Towers III Inc., a Florida
corporation (the "Corporation"), are hereby amended and restated to read in
their entirety as follows:

                               ARTICLE I.  NAME
                               ----------------

     The name of the Corporation is:

                           PINNACLE TOWERS III INC.

                             ARTICLE II.  ADDRESS
                             --------------------

     The mailing address of the Corporation is:

          1549 Ringling Boulevard
          Sarasota, Florida 34236

                    ARTICLE III.  COMMENCEMENT OF EXISTENCE
                    ---------------------------------------

     The existence of the Corporation will commence at 12:01 A.M., the date of
filing of these Articles of Incorporation.

                             ARTICLE IV.  PURPOSE
                             --------------------

     The Corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

                         ARTICLE V.  AUTHORIZED CAPITAL
                         ------------------------------

     A.   AUTHORIZED SHARES.  The total number of shares of capital stock that
          -----------------
the Corporation has authority to issue is:


          1.  1,960,440 shares of Voting Common Stock, par value $0.001 per
     share (the "Voting Common");
                 -------------

          2.  1,965,000 shares of Nonvoting Common Stock, par value $0.001 per
     share (the "Nonvoting Common"); and
                 ----------------

          3.  1,000,000 shares of Preferred Stock, par value $0.001 per share
     (the "Preferred Stock").
           ---------------
<PAGE>

     B.   COMMON STOCK.  The Voting Common and the Nonvoting Common are
          ------------
collectively referred to as the "Common Stock".  The shares may be issued from
                                 ------------
time to time as authorized by the Board of Directors of the Corporation without
further approval of the shareholders of the Corporation, except as otherwise
provided herein or to the extent that such approval is required by statute, law,
rule or regulation.  Shares of Common Stock will have the rights, preferences
and limitations set forth below.  Capitalized terms used and not otherwise
defined in this Section B shall have the meaning set forth in Section 9.

          1.   Voting Rights.  Except as otherwise provided in this Article V or
               -------------
as otherwise required by applicable law, (a) holders of Voting Common shall be
entitled to one vote per share on all matters to be voted on by the shareholders
of the Corporation, and (b) holders of Nonvoting Common shall have no right to
vote on any matter to be voted on by the shareholders of the Corporation, except
as otherwise required by statute, law, rule or regulation.

          2.   Dividends.  As and when dividends are declared or paid thereon,
               ---------
whether in cash, property or securities of the Corporation, the holders of
Common Stock shall be entitled to participate in such dividends ratably on a per
share basis; provided, that (i) if dividends are declared that are payable in
             --------
shares of Voting Common or Nonvoting Common then dividends shall be payable at
the same rate on each such class of Common Stock and the dividends payable in
shares of Voting Common shall be payable to holders of Voting Common, and
dividends payable in shares of Nonvoting Common shall be payable to holders of
Nonvoting Common, and (ii) if the dividends consist of other voting securities
of the Corporation, then the Corporation shall make available to each holder of
Nonvoting Common, at such holder's request, dividends consisting of non-voting
securities of the Corporation which are otherwise identical to such other voting
securities.

          3.   Liquidation.  The holders of Common Stock shall be entitled to
               -----------
participate ratably on a per share basis in all distributions to the holders of
Common Stock in any liquidation, dissolution or winding up of the Corporation.

          4    Stock Splits And Stock Dividends.  If there are any shares of
               --------------------------------
Common Stock issued and outstanding, the Corporation will not in any manner
subdivide (by stock split, stock dividend or otherwise) or combine (by reverse
stock split or otherwise) the outstanding shares of Common Stock of one class
unless the outstanding Common Stock of all the other classes will be
proportionately subdivided or combined.  All such subdivisions will be payable
only in Voting Common only to the holders of Voting Common and in Nonvoting
Common only to the holders of Nonvoting Common.

                                       2
<PAGE>

          5.   Percentage Limits.  No share of Common Stock will be sold or
               -----------------
otherwise transferred (with or without consideration) to any individual if such
transfer would result in the ownership by such individual in combination with
four or fewer individuals (within the meaning of Section 542(a)(2) of the
Internal Revenue Code of 1986 (the "Code")) of more than fifty percent of the
aggregate value of all shares of all classes of capital stock of the Corporation
(the "Percentage Ownership Limit").
      --------------------------

          6.   Distributions.  Subject to any right of any holder of Preferred
               -------------
Stock to receive any distribution whether in cash, property or securities and
whether by dividend, liquidation, distribution or otherwise ("Distribution"),
the holders of Common Stock will be entitled to receive any Distribution ratably
among such holders on the basis of the number of shares of Common Stock held by
such holders.

          7.   Approval by Voting Common.  So long as any Voting Common remains
               -------------------------
outstanding, without the prior written consent of the holders of a majority of
the outstanding shares of Voting Common, the Corporation will not, nor will it
permit any Subsidiary to (i) issue any Senior Securities, Pari Passu Securities
or Common Stock, other than to issue up to 5,000 additional shares of Nonvoting
Common in order for it, in the judgment of any officer of the Corporation, to
obtain or maintain the status of the Corporation as a Real Estate Investment
Trust under Section 856-860 of the Code; (ii) redeem, purchase or otherwise
acquire directly or indirectly any Pari Passu Securities or Common Stock, (iii)
sell, transfer, assign or dispose of or lease to one or more Affiliates in one
or more related series of transactions or take any similar action with respect
to any substantial portion of the Corporation's assets, or make any material
acquisition of assets, other than pursuant to that certain Agreement for
Purchase and Sale effective as of August 31, 1999, between the Corporation and
Pinnacle Towers Inc., a Delaware corporation; (iv) Incur in excess of $100,000
in Debt for borrowed money; (v) enter into a transaction with an Affiliate of
the Corporation involving consideration in excess of $10,000; (vi) directly or
indirectly pay or declare any dividend or make any distribution upon any Pari
Passu Securities or any Common Stock; or (v) Incur or suffer to exist any Lien
on or with respect to any property or assets now owned or hereafter acquired to
secure any Debt.

          8.   Reserved Shares.  The Corporation will at all times reserve and
               ---------------
keep available out of its authorized Voting Common a sufficient number of shares
of Voting Stock to issue upon conversion of any shares of "Series A. Preferred"
(as defined herein) or indebtedness of the Corporation that is outstanding from
time to time that is convertible into Voting Common to satisfy the Corporation's
obligations to issue Voting Common upon any such conversions.

          8.   Definitions.  As used herein or in Section V (C) hereof, the
               -----------
following terms have the following respective meanings:

                                       3
<PAGE>

          "Capital Lease Obligation" of the Corporation means the obligation to
           ------------------------
     pay rent or other payment amounts under a lease of (or other Debt
     arrangements conveying the right to use) real or personal property of the
     Corporation which is required to be classified and accounted for as a
     capital lease or a liability on the face of a balance sheet of the
     Corporation in accordance with generally accepted accounting principles.
     The stated maturity of such obligation shall be the date of the last
     payment of rent or any other amount due under such lease prior to the first
     date upon which such lease may be terminated by the lessee without payment
     of a penalty.  The principal amount of such obligation shall be the
     capitalized amount thereof that would appear on the face of a balance sheet
     of the Corporation in accordance with generally accepted accounting
     principles.

          "Debt" means (without duplication), with respect to the Corporation,
           ----
     whether recourse is to all or a portion of the assets of the Corporation
     and whether or not contingent, (i) every obligation of the Corporation for
     money borrowed, (ii) every obligation of the Corporation evidenced by
     bonds, debentures, notes or other similar instruments, including
     obligations Incurred in connection with the acquisition of property, assets
     or businesses, (iii) every reimbursement obligation of the Corporation with
     respect to letters of credit, bankers' acceptances or similar facilities
     issued for the account of the Corporation, (iv) every obligation of the
     Corporation issued or assumed as the deferred purchase price of property or
     services (including securities repurchase agreements but excluding trade
     accounts payable or accrued liabilities arising in the ordinary course of
     business which are not overdue or which are being contested in good faith),
     (v) every Capital Lease Obligation of the Corporation, (vi) all Receivables
     Sales of the Corporation, together with any obligation of the Corporation
     to pay any discount, interest, fees, indemnities, penalties, recourse,
     expenses or other amounts in connection therewith, (vii) every obligation
     under Interest Rate or Currency Protection Agreements of the Corporation
     and (viii) every obligation of the type referred to in clauses (i) through
     (vii) of another Person and all dividends of another Person the payment of
     which, in either case, the Corporation has Guaranteed or is responsible or
     liable, directly or indirectly, as obligor, Guarantor or otherwise.  The
     "amount" or "principal amount" of Debt at any time of determination as used
     herein represented by (a) any contingent Debt, shall be the maximum
     principal amount hereof, (b) any Debt issued at a price that is less than
     the principal amount at maturity thereof, shall be the amount of the
     liability in respect thereof determined in accordance with generally
     accepted accounting principals, and (c) any Receivables Sale, shall be the
     amount, if any, in connection with such Receivables Sale for which there is
     recourse to the seller or any of its Subsidiaries.


                                       4
<PAGE>

          "Guarantee" of the Corporation means any obligation, contingent or
           ---------
     otherwise, of the Corporation guaranteeing, or having the economic effect
     of guaranteeing, any Debt of any other Person (the "Primary Obligor") in
                                                          --------------
     any manner, whether directly or indirectly, and including, without
     limitation, any obligation of such Person, (i) to purchase or pay (or
     advance or supply funds for the purchase or payment of) such Debt or to
     purchase (or to advance or supply funds for the purchase of) any security
     for the payment of such Debt, (ii) to purchase property, securities or
     services for the purpose of assuring the holder of such Debt of the payment
     of such Debt, or (iii) to maintain working capital, equity or other
     financial statement condition or liquidity of the Primary Obligor  so as to
     enable the Primary Obligor to pay such Debt (and "Guaranteed",
     "Guaranteeing" and "Guarantor" shall have the meanings correlative to the
     foregoing); provided, however, that the Guarantee by the Corporation shall
     not include endorsements by the Corporation for collection or deposit, in
     either case, in the ordinary course of business.

          "Incur" means, with respect to any Debt or other obligation of the
           -----
     Corporation, to create, issue, incur (by conversion, exchange or
     otherwise), assume, Guarantee or otherwise become liable in respect of such
     Debt or other obligation or the recording, as required pursuant to
     generally accepted accounting principles or otherwise, of any such Debt or
     other obligation on the balance sheet of the Corporation (and "Incurrence",
     "Incurred", "Incurable" and "Incurring" shall have meanings correlative to
     the foregoing); provided, however, that a change in generally accepted
     accounting principles that results in an obligation of the Corporation that
     exists at such time becoming Debt shall not be deemed an Incurrence of such
     Debt.

          "Interest Rate or Currency Protection Agreement" of the Corporation
           ----------------------------------------------
     means any forward contract, futures contract, swap, option or other
     financial agreement or arrangement (including, without limitation, caps,
     floors, collars and similar agreements) relating to, or the value of which
     is dependent upon, interest rates or currency exchange rates or indices.

          "Junior Securities" means any capital stock or other equity securities
           -----------------
     of the Corporation, except for the Series A Preferred (as defined below),
     Senior Securities and Pari Passu Securities.

          "Liquidation Value" means, in relation to any Share, $1,000,000.
           -----------------

          "Pari Passu Securities" means shares of any series of preferred stock
           ---------------------
     of the Corporation created and authorized in accordance with the Articles
     of Incorporation of the Corporation, if the terms of such series expressly
     provide

                                       5
<PAGE>

     that shares of such series will be "Pari Passu Securities" with respect to
     the Series A Preferred.

          "Person" means any individual, corporation, partnership, joint
           ------
     venture, trust, unincorporated organization or government or any agency or
     political subdivision thereof.

          "Receivables" means receivables, chattel paper, instruments, documents
           -----------
     or intangibles evidencing or relating to the right to payment of money.

          "Receivables Sale" of the Corporation means any sale of Receivables of
           ----------------
     the Corporation (pursuant to a purchase facility or otherwise), other than
     in connection with a disposition of the business operations of the
     Corporation relating thereto or a disposition of defaulted Receivables for
     purpose of collection and not as a financing arrangement.

          "Senior Securities" means shares of any series of preferred stock of
           -----------------
     the Corporation created and authorized in accordance with the Articles of
     Incorporation of the Corporation, if the terms of such other series
     expressly provide that shares of such series will be "Senior Securities"
     with respect to the Series A Preferred.

          "Subsidiary" means any corporation of which the shares of outstanding
           ----------
     capital stock possessing the voting power (under ordinary circumstances) in
     electing the board of directors are, at the time as of which any
     determination is being made, owned by the Corporation either directly or
     indirectly through Subsidiaries.

     C.   PREFERRED STOCK.
          ---------------

          1.   Generally.  Shares of Preferred Stock may be issued from time to
               ---------
time in one or more series.  The Board of Directors of the Corporation without
further approval by the shareholders of the Corporation is hereby expressly
authorized to determine and alter all rights, preferences, privileges,
qualifications, limitations and restrictions of any such series (including,
without limitation, voting rights and the limitation and exclusion of voting
rights) of Preferred Stock and the number of shares constituting any such series
and the designation thereof, and to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
series after the issuance of shares of that series.  If the number of shares of
any series is so decreased, then the shares constituting such reduction will
resume the status that such shares had prior to the adoption of the resolution
originally fixing the number of shares of such series.  No share of any series
of Preferred Stock will be

                                       6
<PAGE>

sold or otherwise transferred (with or without consideration) to any individual
if such transfer would result in a violation of the Percentage Ownership Limit.

          2.   Voting Rights.  The holders of shares of Preferred Stock shall
               -------------
not be entitled to vote except unless established by the Board of Directors or
otherwise required by statute, law, rule or regulation.

          3.   Stock to be Reserved.  The Corporation will at all times reserve
               --------------------
and keep available out of its authorized Preferred Stock, solely for the purpose
of paying dividends, such number of shares of Preferred Stock as shall be
required to satisfy only dividend requirements.

          4.   Retirement of Shares.  Shares of Preferred Stock that are
               --------------------
redeemed by the Corporation shall be permanently retired and shall not under any
circumstances be reissued.

     5.   Series A Convertible Preferred Stock.
          ------------------------------------

          5(a).   Designation and Number of Shares.  The Corporation is hereby
                  --------------------------------
authorized to issue from time to time a total of 100 shares of Preferred Stock
to be designated Series A Convertible Preferred Stock, with $0.001 par value per
share, having the preferences, qualifications, rights and privileges set forth
herein (the "Series A Preferred").  Capitalized terms used and not otherwise
             ------------------
defined in this Section 5 shall have the meanings set forth in Section B(8)
above.

          5(b).  Rank.
                 ----

                 (i) Priority.  The Series A Preferred will rank with respect to
                     --------
dividend rights and rights on liquidation, winding up and dissolution:  (a)
senior to the Common Stock and all other Junior Securities; (b) pari passu with
all Pari Passu Securities; and (c) junior to all Senior Securities.

                 (ii) Distributions.  Any distribution made pursuant to dividend
                      -------------
rights or rights on liquidation, winding up, or dissolution will be made to the
holders of the Corporation's securities in accordance with the relative
priorities set forth above, and any such distribution will fully satisfy the
Corporation's obligations to the holders of a senior security prior to any
distribution to the holders of any Junior Security.

          5(c).  Dividends.
                 ---------

                 (i). General Obligation.  When and as declared by the
                      ------------------
Corporation's Florida, and subject to the terms of any Senior Securities, the
Corporation will pay preferential dividends to the holders of the Series A
Preferred as provided

                                       7
<PAGE>

in this Section 5(c)(i).  Dividends on each share of the Series A Preferred (a
"Share") will accrue on a daily basis at the rate of 18% per annum of the sum of
 -----
the Liquidation Value thereof from time to time plus all accumulated and unpaid
dividends thereon from and including the date of issuance of such Share to and
including the first to occur of:  (a) the date on which the Liquidation Value of
such Share (plus all accrued and unpaid dividends thereon) is paid to the holder
thereof in connection with the liquidation of the Corporation; or (b) the date
on which such Share is acquired by the Corporation.  Such dividends will accrue
whether or not they have been declared and whether or not there are profits,
surplus or other funds of the Corporation legally available for the payment of
dividends.  The date on which the Corporation initially issues any Share will be
deemed to be its "date of issuance" regardless of the number of times transfer
of such Share is made on the stock records maintained by or for the Corporation
and regardless of the number of certificates which may be issued to evidence
such Share.

                 (ii)   Dividend Reference Dates.  To the extent not paid on
                        ------------------------
March 31, June 30, September 30 or December 31 of any year, beginning with
the first such date after the date of issuance of the Share in question (each a
"Dividend Reference Date"), all dividends which have accrued on each Share
 -----------------------
outstanding during the three-month period (or other period, in the case of the
first Dividend Reference Date after the date of issuance of such Share) ending
upon each such Dividend Reference Date will be accumulated and will remain
accumulated and accrue dividends with respect to such Share until paid to the
holder thereof.

                 (iii)  Distribution of Partial Dividend Payments.  If at any
                        -----------------------------------------
time the Corporation pays less than the total amount of dividends then accrued
with respect to the Series A Preferred, such payment will be distributed pro
rata among the holders thereof based upon the rank and number of Shares held by
each such holder.

          5(d).  Liquidation.  Subject to the terms of any Senior Securities,
                 -----------
upon any liquidation, dissolution or winding up of the Corporation (whether
voluntary or involuntary), each holder of Series A Preferred will be entitled to
be paid, after any required distribution or payment is made upon any Senior
Securities, before any distribution or payment is made upon any Junior
Securities, and on a pari passu basis (pro rata according to the relative
amounts to be paid) with any required distribution or payment to be made upon
any Pari Passu Securities, an amount in cash equal to the aggregate Liquidation
Value of all Shares held by such holder (plus all accrued and unpaid dividends
thereon), and the holders of Series A Preferred will not be entitled to any
further payment.  If upon any such liquidation, dissolution or winding up of the
Corporation the Corporation's assets to be distributed among the holders of the
Series A Preferred and any Pari Passu Securities are insufficient to permit
payment to such holders of the aggregate amount which they are entitled to be
paid under this Section 5(d), then the entire

                                       8
<PAGE>

assets available to be distributed to the Corporation's shareholders will be
distributed pro rata among the holders of Series A Preferred and any Pari Passu
Securities based upon the aggregate Liquidation Value (plus all accrued and
unpaid dividends) of the Series A Preferred, and the comparable amount payable
to the holders of any Pari Passu Securities, held by each such holder. Neither
the consolidation or merger of the Corporation into or with any other entity or
entities (whether or not the Corporation is the surviving entity), nor the sale
or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation nor any other form of
recapitalization or reorganization affecting the Corporation will be deemed to
be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 5(d).

          5(e). Voting Rights.  Except as otherwise may be required herein or by
                -------------
the FBCA, the holders of the Series A Preferred will not be entitled to notice
of any meeting of the shareholders of the Corporation and will not be entitled
to vote, together with any other shareholders or as a separate class, on any
matter to be voted on by the Corporation's shareholders.

          5(e)  Approval by Series A Preferred.  So long as any Series A
                ------------------------------
Preferred remains outstanding, without the prior written consent of the holders
of a majority of the outstanding shares of Series A Preferred, the Corporation
will not, nor will it permit any Subsidiary to (i) issue any Senior Securities
or Pari Passu Securities; (ii) redeem, purchase or otherwise acquire directly or
indirectly any Pari Passu Securities or Junior Securities; (iii) sell, transfer,
assign or dispose of or lease to one or more Affiliates in one or more related
series of transactions or take any similar action with respect to a majority of
the Corporation's assets; or (iv) directly or indirectly pay or declare any
dividend or make any distribution upon any Pari Passu Securities or any Junior
Securities.

          5(f). Conversion Rights.  Each share of Series A Preferred shall be
                -----------------
convertible by the holder thereof at any time into a number of shares of voting
or nonvoting Common Stock or in any combination thereof as selected by the
holder equal to the  Liquidation Value of such share plus, without duplication,
all accrued and unpaid dividends thereon divided by 25, with such number being
subject to such adjustments to account for any increase or decrease in the
number of outstanding shares of Common Stock that results from a stock split,
stock dividend, combination of shares, merger or other event affecting the
number of outstanding shares of Common Stock (the "Conversion Shares"), which
conversion shall be effective no later than one business day after a notice of
conversion is delivered by the holder thereof to the Corporation.

          5(g). Registration of Transfer.  The Corporation will keep at its
                ------------------------
principal office a register for the registration of Series A Preferred.  Upon
the surrender of any certificate representing Series A Preferred at such place,
the

                                       9
<PAGE>

Corporation will, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
Shares represented by the surrendered certificate. Each such new certificate
will be registered in such name and will represent such number of Shares as is
requested by the holder of the surrendered certificate and will be substantially
identical in form to the surrendered certificate, and dividends will accrue on
the Series A Preferred represented by such new certificate from the date to
which dividends have been fully paid on such Series A Preferred represented by
the surrendered certificate.

          5(h). Replacement.  Upon receipt of evidence reasonably satisfactory
                -----------
to the Corporation (provided that an affidavit of the registered holder will be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing Share(s), and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement will be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation will
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of Shares of such Series
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
will accrue on the Series A Preferred represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

          5(i). Amendment and Waiver.  No amendment, modification or waiver
                --------------------
will be binding or effective with respect to any provision of any of Sections
5(a) through 5(i) hereof without the prior written consent of the holders of a
majority of the Series A Preferred outstanding at the time such action is taken;
provided that no change in the terms hereof may be accomplished by merger or
consolidation of the Corporation with another corporation or entity unless the
Corporation has obtained the prior written consent of the holders of a majority
of the Series A Preferred then outstanding.

     D.   TRANSFER OF STOCK.
          -----------------

          1.  Transfer Restrictions.  Inasmuch as it is the intention of the
              ---------------------
Corporation and its shareholders that the Corporation satisfy the provisions of
the Code relating to qualification of the Corporation as a "real estate
investment trust," particularly Section 856(a)(5) of the Code, no holder of any
share of any capital stock may transfer any such share or any interest therein
to any other individual, firm, corporation, entity or other person if, as a
result of such transfer, either (i) beneficial ownership of all shares of all
classes of capital stock would be held by less than 100 persons (the "Aggregate
                                                                      ---------
Ownership Limit"), if beneficial ownership of all shares of all
---------------

                                       10
<PAGE>

classes of capital stock was held by 100 or more persons prior to such transfer,
or (ii) a violation of the Percentage Ownership Limit would occur.

          2.  Registration of Transfers.  The Corporation will keep at its
              -------------------------
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of shares of Common Stock and Preferred Stock.
Upon the surrender at such place of any certificate representing shares of any
class of capital stock with respect to all of which a transfer would satisfy all
requirements of paragraph 1 of this Part D, the Corporation will, at the request
of the registered holder of such certificate, execute and deliver a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares of the class represented by the surrendered certificate,
and the Corporation forthwith will cancel such surrendered certificate.  Each
such new certificate will be registered in such name and will represent such
number of shares of such class as is requested by the holder of the surrendered
certificate (so long as the requirements of this paragraph 2 and paragraph 1 of
this Part D are otherwise satisfied with respect to the capital stock
represented by such certificate) and will be substantially identical in form to
the surrendered certificate.  The issuance of new certificates will be made
without charge to the holders of the surrendered certificates for any issuance
tax in respect thereof or other cost incurred by the Corporation in connection
with such issuance.

          3.  Replacement.  Upon receipt of evidence reasonably satisfactory to
              -----------
the Corporation (an affidavit of the registered holder being satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of any class of Common Stock or Preferred Stock,
and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation (provided that if the
holder is a financial institution or other institutional investor then its own
agreement will be satisfactory) or, in the case of any such mutilation upon
surrender of such certificate, the Corporation will (at its expense), execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.

          4.  Amendment And Waiver. No amendment or waiver of any provision of
              ---------------------
this Part D will be effective without the prior approval of the holders of a
majority of the votes entitled to be cast by the holders of  Voting Common.

     E.  UNAUTHORIZED TRANSFERS.
         ----------------------

          1.  Effect Of Unauthorized Transfers.  Any transfer of any share of
              --------------------------------
any class of capital stock of the Corporation in violation of the Percentage
Ownership Limit, the Aggregate Ownership Limit, and/or any other restriction or
requirement

                                       11
<PAGE>

specified in this Article V (a "Purported Transfer") will be void and of no
                                ------------------
legal effect. Any Purported Transfer will cause (without action on the part of
the Corporation, the transferee (the "Prohibited Transferee"), or the
                                      ---------------------
transferor) all shares (or interests therein) involved in such Purported
Transfer to be transferred to the Corporation, as trustee (in such capacity, the
"Trustee") in trust for the exclusive benefit of one or more organizations
 -------
described in Section 501(c)(3) of the Code (the "Charitable Beneficiaries"). The
                                                 ------------------------
Trustee will be deemed to own such shares for the benefit of the Charitable
Beneficiaries on the day prior to the date of the Purported Transfer. Any
dividends or distributions paid by the Corporation to the Purported Transferee
prior to discovery of a Purported Transfer, will be disgorged and repaid to the
Corporation, as Trustee, by the Prohibited Transferee. Any dividend declared
after a Purported Transfer but unpaid will be rescinded as void ab initio with
respect to the Prohibited Transferee. Any dividends so disgorged or rescinded
will then be paid over to the Trustee and held in trust for the Charitable
Beneficiaries. Any vote taken by a Prohibited Transferee prior to the discovery
by the Corporation of a Purported Transfer will be rescinded as void ab initio.
With respect to the shares involved in the Purported Transfer, the Trustee will
be deemed to have an irrevocable proxy to vote such shares for the benefit of
the Charitable Beneficiaries.

          2.  Notification Of Proposed Transfers.  In order that the Corporation
              ----------------------------------
may enforce the Aggregate Ownership Limit and the Percentage Ownership Limit, no
share of any class or series of capital stock of the Corporation will be
transferable by the holder thereof unless, not less than 30 days prior to any
such proposed transfer, the holder of any and all shares proposed to be
transferred ("Transferred Shares") delivers to the Corporation written notice of
              ------------------
its intention to effect such a transfer.

          3.  Legend.  Each certificate for shares of capital stock of the
              ------
Corporation shall bear substantially the following legend:

     "The shares represented by this certificate are subject to
     restriction on transfer and ownership for the purpose of the
     Corporation's maintenance of its status as a Real Estate
     Investment Trust under the Code. Subject to certain further
     restrictions and except as expressly provided in the
     Corporation's articles of incorporation, as amended, any transfer
     of any share of capital stock of the Corporation will be void and
     of no legal effect if such transfer would result in (i) the
     ownership by five or fewer individuals of more than fifty percent
     of the aggregate value of all shares of capital stock of the
     Corporation or (ii) beneficial ownership of all shares of common
     stock would be held by less than 100 persons. Any shares of
     capital stock purported to be transferred in violation of these
     restrictions will be automatically transferred to the
     Corporation, as trustee, for the benefit of one or more
     charitable beneficiaries. A copy of the Corporation's articles of
     incorporation, as amended, including the

                                       12
<PAGE>

     foregoing restrictions on transfer, will be sent without charge
     to each shareholder who so requests."

                      ARTICLE VI.  ACTION BY SHAREHOLDERS
                      -----------------------------------

     1.   Shareholder Action by Unanimous Written Consent. Any action required
          ------------------------------------------------
or permitted to be taken at an annual or special meeting of the shareholders of
the Corporation may be taken without a meeting, without prior notice, and
without a vote if the action is taken by written consent of the holders of at
least 95% of the outstanding stock of each voting group entitled to vote
thereon.

     2.   Record Date. For the purpose of determining the shareholders for any
          -----------
purpose other than for determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting, the Board of Directors shall
fix a record date, which shall be not more than seventy days before the date
written notice of the record date is delivered to the shareholders. If no record
date is set by the Board of Directors, the record date shall be determined as
follows: for determining shareholders entitled to demand a special meeting, the
record date is the date the first such demand is delivered to the Corporation;
and for determining shareholders entitled to a share dividend, the record date
is the date the Board of Directors authorizes the dividend. For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the date
that is seven days after notice of the record date is first delivered or deemed
delivered to the shareholders entitled to notice thereof; provided, however,
that no record date shall occur within the last five calendar days of a calendar
quarter. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the Board of Directors fixes a new record date. The Board of
Directors shall fix a new record date if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting. Notwithstanding
anything contained herein to the contrary, irrespective of whether prior action
is required by the Board of Directors, the record date for determining
shareholders entitled to take action without a meeting is the date a signed
written consent is delivered to the Corporation by the holders of at least 95%
of the outstanding stock of each voting group entitled to vote thereon.

     3.   Special Shareholder Meetings. No special meeting of the shareholders
          -----------------------------
of the Corporation shall occur within the last five calendar days of a calendar
quarter.

               ARTICLE VII.  INITIAL REGISTERED OFFICE AND AGENT
               -------------------------------------------------

     The street address of the current registered office of the Corporation is
1200 South Pine Island, Plantation, Florida 33324, and the name of the
Corporation's current registered agent at that address is CT Corporation
Systems.

                                       13
<PAGE>

                   ARTICLE VIII.  INITIAL BOARD OF DIRECTORS
                   -----------------------------------------

     The Corporation shall have two 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
          ----                      -------

          Steven R. Day             1549 Ringling Boulevard, Third Floor
                                    Sarasota, Florida 34236

          Robert J. Wolsey          1549 Ringling Boulevard, Third Floor
                                    Sarasota, Florida 34236

                              ARTICLE IX.  BYLAWS
                              -------------------

     The power to adopt, alter, amend or repeal bylaws shall be vested in the
Board of Directors and the shareholders, except that the Board of Directors may
not amend or repeal any bylaws or article or provision thereof without the
affirmative vote of the holders of the outstanding stock of each voting group
entitled to vote thereon if the bylaws provide that they or such article or
provision is not subject to amendment or repeal by the Board of Directors.

                            ARTICLE X.  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.

                                       14
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated
Articles of Incorporation this 29th day of October, 1999.

                                    __________________________________
                                    Steven R. Day, Secretary

                                       15
<PAGE>

                CERTIFICATE TO AMENDED AND RESTATED ARTICLES OF
                   INCORPORATION OF PINNACLE TOWERS III INC.

     The undersigned, Steven R. Day, Secretary of PINNACLE TOWERS III INC., a
Florida corporation (the "Corporation"), does hereby certify as follows:

     1.   In accordance with Sections 607.1006 and 607.1007 of the Florida
          Statutes, the foregoing Amended and Restated Articles of Incorporation
          were duly adopted by the Board of Directors and by the holders of a
          majority of the Voting Common and Series A Preferred of the
          Corporation on October 28th, 1999. The number of votes cast for the
          amendment by the Corporation's shareholders, constitutes a sufficient
          number of votes to approve the amendment.


     2.   The undersigned officer of the Corporation has been duly authorized to
          submit these Amended and Restated Articles of Incorporation of the
          Corporation to the Department of State of Florida for filing in
          accordance with Section 607.1007 of the Florida Statutes.


                                         PINNACLE TOWERS III INC.


                                         By:_________________________________
                                         Steven R. Day, Secretary

                                       16