Exhibit 3.1

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         NATIONAL COMPUTER SYSTEMS, INC.
                       (As adopted on January 19, 1968 and
                         amended through March 3, 1998)

                                    ARTICLE I

The name of this corporation shall be: NATIONAL COMPUTER SYSTEMS, INC.

                                   ARTICLE II

The registered  office of this  corporation  shall be 11000 Prairie Lakes Drive,
Eden Prairie, Minnesota.

                                   ARTICLE III

This corporation  shall have general business  purposes and shall have unlimited
power to engage  in,  and to do any  lawful  act  concerning  any and all lawful
business for which  corporations  may be organized under the Minnesota  business
corporation act.

This  corporation  shall have the power to acquire,  hold,  mortgage,  pledge or
dispose of the shares, bonds,  securities and other evidences of indebtedness of
any domestic or foreign corporation.

                                   ARTICLE IV

This corporation shall have perpetual duration.

                                    ARTICLE V

(A) The aggregate number of shares which this  corporation  shall have authority
to issue is 110,000,000 shares, divided into 100,000,000 shares of common stock,
par value $.03 per share,  and 10,000,000  shares of preferred  stock, par value
$.01 per share.

(i)  Common Stock. The holders of the common stock shall be entitled to receive,
     when and as declared by the Board of Directors,  out of earnings or surplus
     legally available  therefor,  dividends payable either in cash, in property
     or in shares of the capital stock of the corporation. Each holder of record
     of the common  stock  shall  have one vote for each  share of common  stock
     registered  in his name on the books of the  corporation  and  entitled  to
     vote.  The  common  stock  shall have no special  powers,  preferences,  or
     rights, or qualification, limitations or restrictions thereof.

(ii) Preferred Stock.  Shares of preferred stock may be issued from time to time
     in one  or  more  series  as the  Board  of  Directors  may  determine,  as
     hereinafter  provided.  The Board of  Directors  is hereby  authorized,  by
     resolution  or  resolutions,  to  provide  from time to time for  series of
     preferred  stock out of the  unissued  series of  preferred  stock not then
     allocated to any series of preferred  stock.  Before any shares of any such
     series of preferred stock are issued,  the Board of Directors shall fix and
     determine,  and is hereby  expressly  empowered  to fix and  determine,  by
     resolution  or  resolutions,  the  designations,  powers,  preferences  and
     relative,  participating,  optional  and  other  special  rights,  and  the
     qualifications, limitations and restrictions thereof, of the shares of such
     series, including, without limiting the generality of the foregoing, any of
     the following provisions with respect to which the Board of Directors shall
     determine to make affirmative provision:

    (1)  The  designation  and name of such series and the number of shares that
         shall constitute such series;

    (2)  The annual dividend rate or rates payable on shares of such series, the
         date or dates from which such  dividends  shall  commence to accrue and
         the dividend payment dates for such dividends;

    (3)  Whether dividends on such series are to be cumulative or noncumulative,
         and the  participating or other special rights, if any, with respect to
         the payment dividends;

    (4)  Whether  such  series  shall be subject to  redemption  and, if so, the
         manner of redemption,  the redemption price or prices and the terms and
         conditions on which shares of such series may be redeemed;

    (5)  Whether  such  series  shall  have a sinking  fund or other  retirement
         provisions for the redemption or purchase of shares of such series and,
         if so, the terms and amount of such  sinking  fund or other  retirement
         provisions  and the extent to which the  charges  therefor  are to have
         priority  over the  payment of  dividends  on, or the making of sinking
         fund or other  like  retirement  provisions  for,  shares  of any other
         series or over dividends on the common stock;

    (6)  The  amounts   payable  on  shares  of  such  series  on  voluntary  or
         involuntary  dissolution,  liquidation  or winding up of the affairs of
         the  corporation  and the  extent  to which  such  payment  shall  have
         priority  over the payment of any amount on  voluntary  or  involuntary
         dissolution,  liquidation or winding up of affairs of the  corporation,
         on shares of any other series or on the common stock;

    (7)  The terms and conditions, if any, on which shares of such series may be
         converted  into, or exchanged for, shares of any other series or of the
         common stock;

    (8) The extent of the voting powers, if any , of the shares of such series;

    (9)  The  stated  value,  if  any,  for  the  shares  of  such  series,  the
         consideration  for which  shares of such  series  may be issued and the
         amount of such  consideration  that shall be  credited  to the  capital
         account; and

    (10) Any other  preferences and relative,  participating,  optional or other
         special  rights,  and   qualifications,   limitations  or  restrictions
         thereof, of the shares of such series.

The Board of Directors is expressly  authorized to vary the provisions  relating
to the foregoing matters among the various series of preferred stock.

All  shares of  preferred  stock of any one  series  shall be  identical  in all
respects  with all other  shares of such  series,  except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon shall be payable and, if cumulative, shall cumulate.

Shares of any series of  preferred  stock  that  shall be issued and  thereafter
acquired by the corporation  through purchase,  redemption  (whether through the
operation of a sinking fund or  otherwise),  conversion,  exchange or otherwise,
shall, upon appropriate filing and recording to the extent required by law, have
the status of  authorized  and  unissued  shares of  preferred  stock and may be
reissued  as part of such  series  or as part of any other  series of  preferred
stock.  Unless otherwise  provided in the resolution or resolutions of the Board
of Directors providing for the issue thereof, the number of authorized shares of
stock of any series of preferred  stock may be  increased or decreased  (but not
below  the  number  of  shares  thereof  then   outstanding)  by  resolution  or
resolutions  of the Board of Directors and  appropriate  filing and recording to
the extent  required  by law. In case the number of shares of any such series of
preferred stock shall be decreased, the shares representing such decrease shall,
unless  otherwise  provided in the  resolution  or  resolutions  of the Board of
Directors  providing for the issuance  thereof,  resume the status of authorized
but unissued shares of preferred stock, undesignated as to series.

(B) The  Board of  Directors  shall  have  authority  (i) to  accept  or  reject
subscriptions  for shares of any class,  (ii) to allot shares of the corporation
from time to time for such considerations in money, property, or both, as may be
authorized by law, and (iii) to fix the terms,  provisions and conditions of and
authorize  the  issuance  of (a)  rights  to  convert  any  securities  of  this
corporation into shares of any class or classes,  including the conversion basis
or bases and (b)  options to purchase  or  subscribe  for shares of any class or
classes,  including  the option price or prices at which shares may be purchased
or subscribed for.

(C) No  holder of shares of  common  stock of this  corporation  shall  have any
pre-emptive or preferential  right of subscription to any shares of stock of the
corporation,  whether  now  or  hereafter  authorized,  or  to  any  obligations
convertible  into  shares of the  corporation  issued or sold,  nor any right of
subscription  to any thereof other than such, if any, as the Board of Directors,
in its sole  discretion,  may from time to time determine,  and at such price as
the Board of Directors from time to time may fix.

(D)  Cumulative  voting  by  shareholders  of  this  corporation  shall  not  be
permitted.

                                   ARTICLE VI

The amount of stated capital of this  corporation at the time of the adoption of
these Restated Articles of Incorporation is $8,217.00.

                                   ARTICLE VII

(A) The  management  of the  business  and affairs of the  corporation  shall be
vested in a Board of Directors  whose number and membership  shall be determined
as provided in the By-Laws,  subject to applicable  provisions of law. The names
and  addresses of the members of the Board of Directors of this  corporation  at
the time of the  adoption of these  Restated  Articles of  Incorporation  are as
follows:

Harlan R. Ward
1015 South Sixth Street
Minneapolis, Minnesota

Gerald F. Koch
1015 South Sixth Street
Minneapolis, Minnesota

Edward E. Strickland, Jr.
1015 South Sixth Street
Minneapolis, Minnesota

Robert F. Zicarelli
1384 Northwestern Bank Building
Minneapolis, Minnesota

Robert J. McNulty
Builders Exchange Building
Minneapolis, Minnesota

George J. Game
3830 Glenhurst Avenue
Minneapolis, Minnesota

(B) The Board of  Directors  shall  have  authority  to  adopt,  alter and amend
By-Laws,  subject  to the power of the  shareholders  to  change or repeal  such
By-Laws.

                                  ARTICLE VIII

The holders of a majority of the outstanding  shares of this corporation  shall,
at any meeting lawfully called for such purpose, have the power to authorize the
sale,  lease,  exchange or other  disposition of all or substantially all of the
property  and assets of this  corporation,  including  its good will,  to amend,
supplement or restate the Articles of Incorporation of this corporation,  and to
adopt or reject an agreement of consolidation or merger.

                                   ARTICLE IX

A director of this corporation shall not be personally liable to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Sections 302A.559 or 80A.23 of the Minnesota Statutes; (iv) for
any transaction from which the director derived an improper personal benefit; or
(v) for any act or  omission  occurring  prior to the date when this  Article IX
became effective.

If the Minnesota Business  Corporation Act is hereafter amended to authorize the
further  elimination  or  limitation  of the  liability of a director,  then the
liability of a director of the corporation shall be eliminated or limited to the
fullest  extent  permitted  by the  Minnesota  Business  Corporation  Act, as so
amended.

Any repeal or modification of the foregoing provisions of this Article IX by the
stockholders  of the  corporation  shall  not  adversely  affect  any  right  or
protection of a director of the corporation  existing at the time of such repeal
or modification.