EXHIBIT 3.1



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                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION
                                       OF
                        INFORMATION ANALYSIS INCORPORATED

          FIRST:  The name of the Corporation is Information Analysis
Incorporated  (the  "Corporation"),  a corporation  duly  organized and existing
under the Virginia Stock Corporation Act of the Commonwealth of Virginia.

         SECOND:  These  Restated  Articles  of  Incorporation,  which have been
prepared in accordance with Section  13.1-711 of the Virginia Stock  Corporation
Act, amend and restate the Corporation's Articles of Incorporation and all prior
amendments  thereto by deleting  from the  Articles all  provisions  thereof and
substituting in lieu thereof the Restated Articles of Incorporation set forth in
their entirety in Article THIRD below.

THIRD:

         1.  Name.  The  name  of  the   Corporation  is  INFORMATION   ANALYSIS
INCORPORATED.

         2.  Purpose.  The  purpose or  purposes  for which the  Corporation  is
organized are:

         To provide consulting, programming, development and design services for
automated  information  processing systems,  including,  but not limited to, the
design and development of automated  information  processing systems for sale or
lease  and to  enter  into  or  carry  on any  business  or  transaction  deemed
necessary, convenient or incidental to any of the foregoing purposes.

                  In aid of, or in connection  with,  the  foregoing,  or in the
use, management, improvement, or disposition of its property, and in addition to
all other powers conferred by law, the Corporation shall have the power:

                  (a) To do all things  lawful,  necessary,  or  incident to the
accomplishment  of the purposes set forth above;  to exercise all lawful  powers
now  possessed  by Virginia  corporations  of similar  character;  to enter into
partnerships  or  joint  ventures,  and to  engage  or any  business  in which a
corporation organized under the laws of Virginia 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

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furtherance  and  not  in  limitation  of  the  general  powers  conferred  upon
corporations  by the laws of the  Commonwealth  of  Virginia;  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.


         3. Capital Stock.  The aggregate number of shares which the Corporation
will have authority to issue and the par value per share are as follows:

         CLASS              Number of Shares        Par Value Per Share
         -----              ----------------        -------------------

         Common Stock          10,000,000                  $0.01

         Each share of Common Stock shall have full voting rights.

         4. Preemptive  Rights.  No holder of stock of the Corporation  shall be
entitled as such,  as a matter of right,  to purchase or subscribe for any stock
which the Corporation may issue or sell, of any class or classes and whether out
of unissued  shares  authorized by the Articles of  Incorporation  as originally
filed or by any amendment  thereof or out of shares of stock of the  Corporation
acquired by it after the issue  thereof;  nor, shall any holder of any shares of
the capital stock of the  Corporation be entitled as such, as a matter of right,
to purchase or subscribe for any obligation  which the  Corporation may issue or
sell that shall be convertible  into or exchangeable for any shares of the stock
of the  Corporation  of any class or classes,  or to which shall be attached any
warrant or warrants or any other  instrument  or  instruments  that shall confer
upon the holder of such  obligation  the right to subscribe for or purchase from
the  Corporation  any  shares  of its  capital  stock of any  class  or  classes
authorized by the Articles of  Incorporation  of the  Corporation  is originally
filed or by any amendment thereof.

         5. Officer and Director  Liability.  In any proceeding brought by or in
the right of the  Corporation or brought by or on behalf of a shareholder in the
right of the  Corporation  or  brought by or on behalf of a  shareholder  of the
Corporation,  an officer or director of the Corporation  shall not be liable for
any damages  assessed  against such officer or director  arising out of a single
transaction,  occurrence  or course of conduct.  However,  the  liability  of an
officer or director  shall not be so limited if the officer or director  engaged
in willful  misconduct  or a knowing  violation  of the  criminal  law or of any
federal or state securities law,  including,  without  limitation,  any claim of
unlawful insider trading or manipulation of the market for any security.

         6. Registered  Office and Registered  Agent.  The registered  office of
this Corporation is 11240 Waple Mill Road, Suite 400,  Fairfax,  Virginia 22030,
in the County of Fairfax, which is the address of the Registered Agent, Sandor

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Rosenberg,  a resident of this  Commonwealth and a director and President of the
Corporation.


          7. Duration. The duration of the Corporation is to be perpetual.

          8. Shareholder  Voting.  Whenever under the Virginia Stock Corporation
Act any action which  requires,  in the absence of any provision to the contrary
in the Articles of  Incorporation,  the approval of more than  two-thirds of all
votes  entitled to vote thereon by all the  shareholders  and/or by any separate
voting group  thereof,  such action shall only require the approval of more than
one-half of all votes entitled to vote thereon by all the shareholders and/or by
any separate voting group thereof.

          FOURTH:  The  Board of  Directors  of the  Corporation,  by  unanimous
written  consent  dated  January 9, 1997,  deemed it  advisable  and in the best
interests of the  Corporation  to amend and restate in its entirety the Articles
of Incorporation of the Corporation,  as previously amended, as set forth in the
foregoing  Restated  Articles of Incorporation  and directed that these Restated
Articles  Incorporation  be  submitted  for  consideration  and  action  by  the
shareholders  in accordance  with the  requirements of Chapter 9 of the Virginia
Stock Corporation Act.

          FIFTH: A special  meeting of the  shareholders  of the Corporation was
duly convened on February 4, 1997, to review and act on the proposed Restatement
of Articles of  Incorporation,  the text of which is set forth above. The number
of shares of the Common  Stock of the  Corporation  outstanding  and entitled to
vote on the Restated  Articles of  Incorporation  was 502,999,  of which 380,775
shares  voted  for and 4,150  shares  voted  against  adoption  of the  Restated
Articles of Incorporation at the aforesaid February 4, 1997 special stockholders
meeting.  The number of votes cast for  adoption  of the  Restated  Articles  of
Incorporation was sufficient for approval by the shareholders of the Corporation
as required under Section 13.1-707 of the Virginia Stock Corporation Act.

          IN WITNESS WHEREOF, the undersigned, president of Information Analysis
Incorporated  has executed these Amended and Restated  Articles of Incorporation
on the 25th day of February,  1997 and declares that the facts stated herein are
true and correct on such date.

                                       INFORMATION ANALYSIS INCORPORATED

                                           /s/ Sandor Rosenberg
                                       By:______________________________
                                          Sandor Rosenberg, President

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