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                                                               EXHIBIT 3(a)(1)

                     ARTICLES OF AMENDMENT AND RESTATEMENT
                                     of the
                           ARTICLES OF INCORPORATION
                                       of
                               KOGER EQUITY, INC.

         1. These Articles of Amendment amend and restate the Amended and
Restated Articles of Incorporation of Koger Equity, Inc.
         2. The Amended and Restated Articles of Incorporation of Koger Equity,
Inc. are hereby amended to add a new Article XI to read as follows:

                      ARTICLE XI - ACTION BY SHAREHOLDERS


            Actions shall be taken by the shareholders of the Company only at
            annual or special meetings of shareholders, and shareholders may
            not act by written consent.


         3. This amendment was voted on by shareholders at their meeting on May
20, 1999, and the number of votes cast for the amendment by the shareholders
was sufficient for approval of the amendment.
         4. The new Amended and Restated Articles of Incorporation of Koger
Equity, Inc. are attached hereto as Exhibit A and, by this reference, made a
part hereof.


         IN WITNESS WHEREOF, the undersigned Chairman of the Board and the
Secretary of this Corporation have executed these Articles of Amendment, this
20th day of May, 1999.

                                                     KOGER EQUITY, INC.

Attest:
/s/ W. Lawrence Jenkins                              /s/ Victor A. Hughes, Jr.
--------------------------                           --------------------------
W. Lawrence Jenkins                                  Victor A. Hughes, Jr.
Secretary                                            Chairman of the Board and
                                                     Chief Executive Officer



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STATE OF FLORIDA

COUNTY OF DUVAL

         BEFORE ME, a notary public authorized to take acknowledgements in the
state and county set forth above, personally appeared VICTOR A. HUGHES, JR. and
W. LAWRENCE JENKINS, known to me and known by me to be the persons who executed
the foregoing Articles of Amendment, and they acknowledged before me that they
executed these Articles of Amendment.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the state and county aforesaid, this 20th day of May, 1999.


                                                /s/ Harold F. McCart
                                                ------------------------------
                                                Notary Public, State of
                                                Florida at Large

                                                My Commission Expires:
                                                February 27, 2002



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                                                                       EXHIBIT A



                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               KOGER EQUITY, INC.

         These Amended and Restated Articles of Incorporation of Koger Equity,
Inc. amend and restate the Amended and Restated Articles of Incorporation as
filed with the Secretary of State of the State of Florida on May 19, 1994. These
Amended and Restated Articles of Incorporation were adopted by the Board of
Directors on May 20, 1999, in accordance with Section 607.1007 of the Florida
Business Corporation Act and include an amendment which was approved by the
shareholders of Koger Equity, Inc. on May 20, 1999, in accordance with Section
607.1003 of the Florida Business Corporation Act. The substantive amendment to
the Articles of Incorporation made in the Amended and Restated Articles of
Incorporation is contained in Article XI hereof.

                                ARTICLE I - NAME

         The name of the Company is KOGER EQUITY, INC. (the "Company").

                              ARTICLE II - DURATION

         The period of duration of the Company is perpetual.

                              ARTICLE III - PURPOSE

         The purpose for which the Company is formed is to engage in any lawful
act or activity for which corporations may be organized under the General Laws
of the State of Florida as now or hereafter in force.

                ARTICLE IV - PRINCIPAL OFFICE AND MAILING ADDRESS

         The principal office and the mailing address of the Company in the
State of Florida are 8880 Freedom Crossing Trail, Jacksonville, Florida
32256-8280.

                            ARTICLE V - CAPITAL STOCK

         The total number of shares of stock that this corporation shall have
authority to issue is 100,000,000 shares of Common Stock, each of which shall
have a par value of $.01 per share (the "Common Stock") and 50,000,000 shares of
Preferred Stock, each of which shall have a par value of $.01 per share (the



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"Preferred Stock"). The board of directors is authorized to issue the Preferred
Stock from time to time in one or more classes or series thereof, each such
class or series to have such voting powers (if any), conversion rights (if any),
designations, preferences and relative, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as shall
be determined by the board of directors and stated and expressed in a resolution
or resolutions thereof providing for the issue of such Preferred Stock. Subject
to the powers, preferences and rights of any Preferred Stock, including any
class or series thereof, having any preference or priority over, or rights
superior to, the Common Stock and except as otherwise provided by law, the
holders of the Common Stock shall have and possess all powers and voting and
other rights pertaining to the stock of this corporation and each share of
Common Stock shall be entitled to one vote.

         Except as otherwise provided in the Articles of Incorporation and
subject to the rights of the holders of Preferred Stock, the following is a
description of the voting rights, limitations as to dividends, preemptive
rights, restrictions, and terms and conditions of redemption of the Common Stock
of the Company:

         (A)      Voting Rights

                  At every annual or special meeting of stockholders of the
         Company, every holder of Common Stock shall be entitled to one vote, in
         person or by proxy, for each share of Common Stock standing in the
         stockholder's name on the books of the Company in the election of
         directors and upon all other matters submitted to a vote of the
         stockholders of the Company.

         (B)      Dividends and Liquidation Rights.

                  1.       Dividends. The holders of shares of Common Stock
         shall be entitled to receive, when and if declared by the Board of
         Directors, out of the assets of the Company which are legally available
         therefor, dividends payable either in cash, in property or in shares of
         Common Stock.

                  2.       Dissolution, Liquidation or Winding Up. In the event
         of any dissolution, liquidation, or winding up of the affairs of the
         Company after payment or provision for payment of the debts and other
         liabilities of the Company, the holders of all outstanding shares of
         Common Stock shall be entitled to share ratably in the remaining net
         assets of the Company.



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         (C)      Preemptive Rights.

                  No stockholder of the Company shall have any preemptive or
         other right to purchase or subscribe for any shares of the Common Stock
         of the Company which it may issue or sell, whether now or hereafter
         authorized, other than such right, if any, as the Board of Directors in
         its discretion from time to time may determine.

         (D)      Restrictions on Transfer; Redemption.

                  1.       The stockholders shall upon demand disclose to the
         Board of Directors in writing such information with respect to direct
         and indirect ownership of the Common Stock of the Company as the Board
         of Directors deems necessary to comply with the provisions of the
         Internal Revenue Code of 1986, as amended or as hereafter amended if
         such amendments are applicable to the Company (the "Code"), pertaining
         to the qualification of the Company as a real estate investment trust
         (a "REIT") or to comply with the requirements of any taxing authority
         or governmental entity or agency.

                  2.       Whenever it is deemed by the Board of Directors to be
         reasonably necessary to protect the tax status of the Company as a
         REIT, the Board of Directors may require a statement or affidavit from
         any stockholder or proposed transferee of shares of Common Stock
         setting forth the number of shares of Common Stock already owned by the
         stockholder and any related Person (as hereinafter defined) specified
         in the form prescribed by the Board of Directors for that purpose. If,
         in the opinion of the Board of Directors, which opinion shall be
         conclusive on the proposed transferor and transferee, the proposed
         transfer may jeopardize the qualification of the Company as a REIT, the
         Board of Directors has the right, but not a duty, to refuse to transfer
         the shares of Common Stock to the proposed transferee. All contracts
         for the sale or other transfer of shares of Common Stock shall be
         subject to this provision.

                  3.       Notwithstanding any other provision of these Articles
         of Incorporation to the contrary and subject to the provisions of
         Section 6 of Paragraph (D) of this Article V, no person shall at any
         time directly or indirectly acquire ownership in the aggregate of more
         than 9.8% of the outstanding shares of Common Stock of the Company (the
         "Limit"). Shares of Common Stock owned by a Person in excess of the
         Limit at any time shall be deemed excess shares ("Excess Shares"). For
         purposes of this Article V a person shall be deemed to own shares of
         Common Stock actually owned by such Person after applying the rules of
         Section 544 of the Code as modified in the case of a REIT by



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         Section 856(a)(6), Section 856(d)(3), and Section 856(h) of the Code.
         All shares of Common Stock which any Person has the right to acquire
         upon exercise of outstanding rights, options, and warrants, and upon
         conversion of any securities convertible into shares of Common Stock,
         if any, shall be considered outstanding for purposes of the Limit if
         such inclusion will cause such Person to own more than the Limit.

                  4.       If at any time the Board of Directors shall in good
         faith determine that direct or indirect ownership of shares of Common
         Stock of the Company by any Person or Persons has or may become
         concentrated to the extent which would cause the Company to fail to
         qualify or to be disqualified as a REIT or that any Person has acquired
         Excess Shares (including shares of Common Stock that remain or become
         Excess Shares because of the decrease in the outstanding shares of
         Common Stock resulting from such redemption), the Board of Directors
         shall have the power to call for the purchase from any stockholder of
         the Company, by notice to such stockholder, of a number of shares of
         Common Stock sufficient in the opinion of the Board of Directors to
         maintain or to bring the direct or indirect ownership of shares of
         Common Stock into conformity with the provisions of the Code pertaining
         to the qualification of the Company as a REIT and/or to redeem all
         shares of Common Stock that are Excess Shares owned by such Person.
         From and after the date fixed for redemption by the Board of Directors,
         the holder of any shares of Common Stock so called for redemption shall
         cease to be entitled to distributions, voting rights, and other
         benefits with respect to such shares of Common Stock, excepting only
         the right to payment by the Company of the redemption price pursuant to
         this Article V as set forth in the following paragraph.

         The redemption price of each share of Common Stock called for
         redemption shall be:

                  (a)      the average daily per share composite closing sales
         price if the shares of the Company are listed on a national securities
         exchange, and if the shares are not so listed shall be the mean between
         the average per share closing bid prices and the average per share
         closing asked prices, in each case during the twenty (20) trading day
         period ending on the business day prior to the redemption date, or

                  (b)      if there have been no sales on a national securities
         exchange and no published bid quotations and no published asked
         quotations with respect to shares of the Company during such twenty
         (20) trading day period, the redemption price shall be the price
         determined in good faith by the Board of Directors.



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                  In order to assure further that ownership of the shares of
         Common Stock of the Company does not become concentrated so as to cause
         the Company to fail to qualify or to be disqualified as a REIT, any
         transfer of shares that would prevent the Company from continuing to be
         qualified as a REIT under the Code, including any attempt to effect a
         transfer that was prohibited by the Board of Directors under Section 6
         of Paragraph (D) of this Article V, shall be void ab initio and the
         intended transferee of such shares shall be deemed never to have had
         any legal or equitable interest therein. If the foregoing provision is
         determined to be void and invalid by virtue of any legal decision,
         statute, rule, or regulation, then the transferee of such shares of
         Common Stock shall be deemed, at the option of the Company, to have
         acted as agent on behalf of the Company in acquiring such shares of
         Common Stock and to hold such shares of Common Stock on behalf of the
         Company. A conspicuous legend noting the restrictions on transfer set
         forth in these Articles of Incorporation shall be placed on each
         certificate evidencing ownership of shares of Common Stock of the
         Company.

                  5.       Notwithstanding any other provision of these Articles
         of Incorporation or the By-Laws to the contrary, any purported
         acquisition of shares of Common Stock of the Company which results in
         the disqualification of the Company as a REIT under the Code shall be
         null and void. All contracts for the sale or other transfer of shares
         of Common Stock shall be subject to this provision.

                  6.       The Limit set forth in Section 3 of this Article V
         shall not apply to acquisitions of shares of Common Stock pursuant to a
         cash tender offer made for all outstanding shares of Common Stock of
         the Company (including securities convertible into shares of Common
         Stock) in conformity with applicable federal and state securities laws
         where two-thirds (2/3) of the outstanding shares of Common Stock (not
         including shares of Common Stock or securities convertible into shares
         of Common Stock held by the tender offerer and/or any "affiliates" or
         "associates" thereof within the meaning of the Securities Exchange Act
         of 1934, as amended) are duly tendered and accepted pursuant to the
         cash tender offer; nor shall the limit apply to the acquisition of
         shares of Common Stock by an underwriter in a public offering of shares
         of Common Stock, or in any transaction involving the issuance of shares
         of Common Stock by the Company in which the Board of Directors
         determines that the underwriter or other person or party initially
         acquiring such shares of Common Stock will make a timely distribution
         of such shares of Common Stock to or among other holders such that,
         following such distribution, none of such shares



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         of Common Stock will be Excess Shares. The Board of Directors in its
         discretion may exempt from the Limit ownership of certain designated
         shares of Common Stock while owned by a Person who has provided the
         Company with evidence and assurances acceptable to the Board of
         Directors that the qualification of the Company as a REIT would not be
         jeopardized thereby.

                  7.       As used in this Article V the word "Person" shall
         mean and include individuals, corporations, limited partnerships,
         general partnerships, joint stock companies or associations, joint
         venturers, companies, trusts, banks, trust companies, land trusts,
         business trusts, estates, or other entities and governments and
         agencies and political subdivisions thereof and also includes a group
         as that term is used for purposes of Section 13(d)(3) of the Securities
         Exchange Act of 1934, as amended.

                  8.       Nothing contained in this Article V or in any other
         provision of these Articles of Incorporation shall limit the authority
         of the Board of Directors to take such other action as it deems
         necessary or advisable to protect the Company and the interests of the
         stockholders by preserving the Company's qualification as a REIT under
         the Code.

                  9.       If any provision of this Article V or any application
         of any such provision is determined to be invalid by any court having
         jurisdiction over the issues, the validity of the remaining provisions
         shall not be affected and other applications of such provision shall be
         affected only to the extent necessary to comply with the determination
         of such court. To the extent this Article V may be inconsistent with
         any other provision of these Articles of Incorporation or the By-Laws,
         this Article V shall be controlling.

                             ARTICLE VI - MANAGEMENT

         The following provisions shall apply to the management of the business
and to the conduct of the affairs of the Company and its directors, officers,
and stockholders:

         (A)      Further Powers of the Board of Directors.

                  1.       In furtherance and not in limitation of the powers
         conferred by statute, the Board of Directors is expressly authorized to
         do the following:

                           (a)      To make, adopt, alter, amend, and repeal any
                  of the By-Laws to the extent provided in the By-Laws; provided
                  that the stockholders may make, adopt, alter,



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                  amend, and repeal any of the By-Laws;

                           (b)      To cause the redemption by the Company of
                  shares of the Company's Common Stock, and to restrict the
                  transfer of shares of Common Stock in the manner provided for
                  in these Articles of Incorporation and the By-Laws;

                           (c)      To authorize, subject as may be required by
                  any applicable governmental statute, rule, or regulation, or
                  as provided in the By-Laws for stockholder approval and other
                  conditions, if any, the execution and performance by the
                  Company of one or more agreements with any person,
                  corporation, association, company, trust, partnership (limited
                  or general), or other organization whereby, subject to the
                  supervision and control of the Board of Directors, any such
                  other person, corporation, association, company, trust,
                  partnership (limited or general), or other organization shall
                  render or make available to the Company, managerial,
                  investment advisory, and/or related services and facilities
                  (including, if deemed advisable by the Board of Directors, the
                  management or supervision of the investments of the Company)
                  upon such terms and conditions as may be provided in such
                  agreement or agreements (including, if deemed fair and
                  reasonable by the Board of Directors, the compensation payable
                  thereunder by the Company);

                           (d)      To authorize any agreement of the character
                  described in Section 1(c) of this Paragraph (A) of this
                  Article VI or other transaction with any person, corporation,
                  association, company, trust, partnership (limited or general),
                  or other organization, even though one or more of the members
                  of the Board of Directors or officers of the Company may be
                  the other party to any such agreement or an officer, director,
                  stockholder, or member of such other party, and no such
                  agreement or transaction shall be invalidated or rendered
                  voidable solely by reason of the existence of any such
                  relationship if (i) the existence is disclosed or known to:
                  (x) the Board of Directors, and the Board of Directors
                  authorizes, approves, or ratifies the agreement or transaction
                  by the affirmative vote of a majority of the disinterested
                  directors, even if the disinterested directors constitute less
                  than a quorum; or (y) the stockholders of the Company entitled
                  to vote, and the agreement or transaction is authorized,
                  approved, or ratified by a majority of votes cast by such
                  stockholders without regard to the votes of shares owned of
                  record or beneficially by the interested director or such
                  other party; or (ii) the contract is



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                  fair and reasonable to the Company. Provided the disclosure,
                  ratification, or fairness provisions of this subparagraph are
                  satisfied, any member of the Board of Directors who is also a
                  director or officer of such other party or who is so
                  interested or associated with such other party may be counted
                  in determining the existence of a quorum at any meeting of the
                  Board of Directors which shall authorize any such agreement or
                  transaction, and may vote thereat to authorize any such
                  agreement or transaction, as if the director were not such
                  director or officer of such other party or not so interested
                  or so associated;

                           (e)      To allot and authorize the issuance of the
                  authorized but unissued shares of Common Stock of the Company
                  for such consideration as the Board of Directors may deem
                  advisable, subject to such limitations as may be set forth in
                  these Articles of Incorporation or the By-Laws of the Company;
                  and

                           (f)      To authorize the issuance and fix the terms,
                  conditions, and provisions of options to purchase and
                  subscribe for shares of Common Stock of the Company, including
                  the option price or prices for which shares of Common Stock of
                  the Company may be purchased or subscribed.

                  2.       The determination as to any of the following matters
         made by or pursuant to the direction of the Board of Directors
         consistent with these Articles of Incorporation and in the absence of
         willful misfeasance, bad faith, gross negligence, or reckless disregard
         of duties, shall be final and conclusive and shall be binding upon the
         Company and every holder of the shares of its Common Stock: (a) the
         amount of net income of the Company for any period and the amount of
         assets at any time legally available for the payment of dividends; (b)
         the amount of paid-in surplus, other surplus, annual or other net
         profit, or net assets in excess of capital, undivided profits, or
         excess of profits over losses on sales of assets; (c) the amount,
         purpose, time of creation, increase or decrease, alteration, or
         cancellation of any reserves or charges and the propriety thereof
         (whether or not any obligation or liability for which such reserves or
         charges shall have been created shall have been paid or discharged);
         (d) the fair values, or any sale, bid or asked price to be applied in
         determining the fair value, of any asset owned or held by the Company;
         and (e) any matter relating to the acquisition, holding, and
         disposition of any assets by the Company.

                  3.       The enumeration and definition of particular powers
         of the Board of Directors included in this Article VI shall



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         in no way be limited or restricted by reference to or inference from
         the terms of any other clause of this or any other Article of these
         Articles of Incorporation, or construed as or deemed by inference or
         otherwise in any manner to exclude or limit the powers conferred upon
         the Board of Directors under the Florida Business Corporation Act of
         the State of Florida as now or hereafter in force.

                            ARTICLE VII - AMENDMENTS

         The Company reserves the right to make any amendments to its Articles
of Incorporation which may be now or hereafter authorized by law, including any
amendments changing the terms or contract rights of any of its outstanding stock
by classification, reclassification, or otherwise, provided such amendment shall
have been authorized by the affirmative vote of a majority of the aggregate
number of shares entitled to vote thereon at a meeting of the stockholders of
the Company or in writing by the stockholders of the Company with or without a
meeting. All rights and powers conferred by these Articles of Incorporation on
stockholders, directors, and officers are granted subject to this reservation.

                         ARTICLE VIII - INDEMNIFICATION

         The Company shall indemnify each of its officers and directors to the
fullest extent permitted by the Florida Business Corporation Act as now or
hereafter in force, including the advance of expenses and reasonable counsel
fees.

                              ARTICLE IX - CONFLICT

         The officers and directors of the Company may without restriction make
real estate investments for their own account or for the account of others, and
the directors are not required to bring to the Company's attention investment
opportunities meeting the Company's investment criteria. The directors of the
Company are not prohibited from engaging in the same activities or lines of
business as the Company.

                              ARTICLE X - LIABILITY

         The liability of the directors and officers of the Company to the
Company or its stockholders for money damages shall be limited to the maximum
extent that the liability of directors and officers of corporations organized
and existing under the laws of the State of Florida is permitted to be limited
by Florida law, including the Florida Business Corporation Act, as now or
hereafter in effect. Neither the amendment nor repeal of this Article, nor the
adoption of any provision of the Articles of Incorporation or By-Laws
inconsistent with this Article, shall



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apply to or affect in any respect the applicability of the preceding sentence
with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.

                       ARTICLE XI - ACTION BY SHAREHOLDERS

         Actions shall be taken by the shareholders of the Company only at
annual or special meetings of shareholders, and shareholders may not act by
written consent.


         IN WITNESS WHEREOF, the undersigned Vice President and Corporate
Secretary of Koger Equity, Inc. has executed these Amended and Restated Articles
of Incorporation this 20th day of May, 1999.


                                            KOGER EQUITY, INC.


                                            By: /s/ W. Lawrence Jenkins
                                               ---------------------------------
                                                 W. Lawrence Jenkins



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