Exhibit 3.1
                             ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                              TRANSIT GROUP, INC.

Pursuant to the provisions of section 607.0602,  Florida Statutes, this Florida
profit  corporation  adopts the following articles of amendment to its articles
of incorporation:


FIRST: Amendment(s) adopted:

     THE TERMS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE
           PREFERRED STOCK OF TRANSIT GROUP, INC. AS ATTACHED HERETO.

SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:

                  N/A

THIRD: The date of each amendment's adoption:  May 13, 1999

FOURTH: Adoption of Amendment(s)

                  The  amendment(s)  was/were  duly  adopted  by the  board  of
                  directors without  shareholder  action and shareholder action
                  was not required.


Signed this 13th day of May, 1999.


Signature:    /s/ Philip A. Belyew
Name:         Philip A. Belyew
Title:        Director