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                                                                     EXHIBIT 3.1

                            ARTICLES OF RESTATEMENT
                           OF INTEGRAL SYSTEMS, INC.
                                        
         Integral Systems, Inc., a Maryland corporation (hereinafter called the
"Corporation") hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

     1.  The Corporation desires to restate its Charter as currently in effect.
The Charter of the Corporation is hereby restated as follows:

         FIRST:    The name of the corporation is INTEGRAL SYSTEMS, INC.
(hereinafter the "Corporation").

         SECOND:   The purposes for which the Corporation is formed are:

         To carry on an engineering services and consulting business and to
engage in any transaction deemed necessary, convenient or incidental to the
foregoing purpose.

         In aid of, or in connection with, the foregoing, or in the use,
management, improvement, or disposition of its property, the Corporation shall
have the power:

         (a)  To do all things lawful, necessary or incidental to the
accomplishment of the purposes set forth above; to exercise all lawful powers
possessed by Maryland corporations of similar character; to enter into
partnerships or joint ventures; and to engage in any business in which a
corporation organized under the laws of Maryland may engage, except any business
that is required to be specifically set forth in the Articles of Incorporation.

         (b)  The objects, powers and purposes specified in any clause or
paragraph hereinbefore contained shall be construed as objects and powers in
furtherance and not in limitation of the general powers conferred upon
corporations by the laws of the State of Maryland; and it is hereby expressly
provided that the foregoing enumeration of specific powers shall in no way limit
or restrict any other power, object or purpose of the Corporation or in any
manner affect any general powers or authority of the Corporation.

         THIRD:    The post office address of the principal office of the
Corporation in Maryland is 5000 Philadelphia Way, Suite A, Lanham, Prince
George's County, Maryland 20706. The name and post office address of the
resident agent of the Corporation in Maryland is Thomas L. Gough at the same
address.
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         FOURTH:   The total number of shares of stock which the Corporation is
authorized to issue is one class of Ten Million (10,000,000) shares of common
stock with par value of $0.01 per share.  The aggregate par value of all shares
of the Corporation's stock is $100,000.

         FIFTH:    The number of directors shall be set at six (6) members.  The
number of directors may be increased or decreased by the Board of Directors
pursuant to the bylaws of the Corporation.

         SIXTH:    Provisions for regulation of the internal affairs of the
Corporation are:  None.

         SEVENTH:  The Corporation shall exist perpetually.

         EIGHTH:   No holder of any shares of stock of the Corporation, and no
holder of any other security issued by the Corporation, whether now or hereafter
authorized, shall have any pre-emptive rights.

         NINTH:    The Corporation shall indemnify as determined by the Board of
Directors any person who is serving or has served as a director or officer or
employee or agent of this Corporation to the extent permitted by Maryland Law,
who has been made, or is threatened to be made, a party to an action, suit, or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
(including an action, suit or proceeding by or in the right of the Corporation),
by reason of the fact that the person is or was a director or officer or
employee or agent of the Corporation, or a fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with respect to an employee
benefit plan of the Corporation, or serves or served at the request of the
Corporation as a director, or as an officer, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture, trust or other
enterprise, or as an employee, or as an agent, except in relation to matters as
to which such person is adjudged in such action, suit or proceedings or
otherwise determined to be liable for negligence or misconduct in the
performance of duty.

         In addition, the Corporation as determined by the Board of Directors
shall pay for or reimburse any expenses incurred by such persons who are parties
to such proceedings, in advance of the final disposition of such proceedings, to
the extent permitted by the Maryland Law.

         2:   The restatement of the Charter of the Corporation herein made was
approved by a majority of the entire Board of Directors of the Corporation.

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         3:   The provisions set forth in the above articles of restatement (the
"Articles of Restatement") are all of the provisions of the Corporation's
Charter currently in effect.

         4.   The Charter of the Corporation is not amended by the Articles of
Restatement.

         5:   The current address of the principal office of the Corporation is
5000 Philadelphia Way, Suite A, Lanham, Prince George's County, Maryland 20706
and the Corporation's current resident agent is Thomas L. Gough, whose address
is 5000 Philadelphia Way, Suite A, Lanham, Prince George's County, Maryland
20706.

         6:   The Corporation currently has six (6) directors; the directors
currently in office are Steven R. Chamberlain, Robert P. Sadler, Thomas L.
Gough, Bonnie K. Wachtel, Dominic A. Laiti and R. Doss McComas.


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     IN WITNESS WHEREOF, Integral Systems, Inc. has caused these Articles of
Restatement to be signed in its name and on its behalf by its President, Thomas
L. Gough, and attested by its Secretary, Robert P. Sadler, on the 31st day of
July, 1998.

     THE UNDERSIGNED President acknowledges these Articles of Restatement to be
the corporate act of the Corporation and states that, to the best of his
knowledge, information and belief, the matters and facts set forth herein with
respect to the authorization and approval hereof are true in all material
respects and that this statement is made under the penalties of perjury.


ATTEST:                                INTEGRAL SYSTEMS, INC.


/s/ Robert P. Sadler                   By: /s/ Thomas L. Gough   (SEAL)
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Robert P. Sadler, Secretary               Thomas L. Gough, President


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