EXHIBIT 3.1

                               AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                        OF

                              YOUNG MINDS, INCORPORATED

          Andrew Young and David Cote certify that:

          1. They are the duly elected and acting Secretary and President, 
respectively, of Young Minds, Incorporated, a California corporation (the 
"Corporation").

          2. The Articles of Incorporation of the Corporation are hereby 
amended and restated in their entirety to read in full as follows:

          "ONE:  The name of the Corporation is YOUNG MINDS, INCORPORATED.

          TWO:   The purpose of the Corporation is to engage in any lawful 
act or activity for which a corporation may be organized under the General 
Corporation Law of California other than the banking business, the trust 
company business or the practice of a profession permitted to be incorporated 
by the California Corporations Code.

          THREE: The Corporation is authorized to issue two classes of stock 
to be designated, respectively, "Common Stock" and "Preferred Stock." The 
total number of shares which the corporation is authorized to issue is Twenty 
Million (20,000,000) shares. Fifteen Million (15,000,000) shares shall be 
Common Stock. Five Million (5,000,000) shares shall be Preferred Stock.

                 The Preferred Stock may be issued from time to time in one 
or more series. The Board of Directors is hereby authorized to fix the number 
of shares of any series of Preferred Stock and to determine the designation 
of any such series. The Board of Directors is also authorized to determine or 
alter the rights, preferences, privileges, and



restrictions granted to or imposed upon any wholly unissued series of 
Preferred Stock and, within the limits and restrictions stated in any 
resolution or resolutions of the Board of Directors originally fixing the 
number of shares constituting any series, to increase or decrease (but not 
below the number of shares of such series then outstanding) the number of 
shares of any such series subsequent to the issue of shares of that series. 
In case the number of shares of any series shall be so decreased, the shares 
constituting such decrease shall resume the status that they had prior to the 
adoption of the resolution originally fixing the number of shares of such 
series.

          FOUR:

          Section 1. The liability of the directors of this corporation for 
monetary damages shall be eliminated to the fullest extent permissible under 
California law.

          Section 2. The Corporation is authorized to provide indemnification 
of agents (as defined in Section 317 of the Corporations Code) for breach of 
duty to the Corporation and its stockholders through bylaw provisions or 
through agreements with the agents, or both, in excess of the indemnification 
otherwise permitted by Section 317 of the Corporations Code, subject to the 
limits on such excess indemnifications set forth in Section 204 of the 
Corporations Code with respect to actions for breach of duty to the 
Corporation or its shareholders. The Corporation is further authorized to 
provide insurance for agents as set forth in Section 317 of the California 
Corporations Code, provided that, in cases where the Corporation owns all or 
a portion of the shares of the company issuing the insurance policy, the 
company and/or the policy must meet one of the two sets of conditions set 
forth in Section 317, as amended."
                      

                                   *     *    *

                                         2.



          The foregoing amendment and restatement of the Articles of 
Incorporation have been duly approved by the Board of Directors of the 
corporation.

          The foregoing amendment and restatement of the Articles of 
Incorporation has been duly approved by the required vote of shareholders in 
accordance with Sections 902 and 903 of the California Corporations Code. The 
total number of outstanding shares of the Corporation entitled to vote on 
such amendment and restatement was 2,626,231 shares of Common Stock. The 
number of shares voting in favor of the amendment and restatement equaled or 
exceeded the vote required. The percentage vote required was more than 50% of 
the outstanding shares of the Common Stock.
          




                                        3.



          The undersigned further declare under penalty of perjury under the 
laws of the State of California that the matters set forth in this 
certificate are true and correct of their own knowledge.

     IN WITNESS WHEREOF, the undersigned have executed these Amended and 
Restated Articles of Incorporation this 31st day of October, 1995, at 
Redlands, California.

                                   /s/ Andrew Young
                                   ----------------------------------
                                   Andrew Young, Secretary
                                   


                                   /s/ David H. Cote
                                   ----------------------------------
                                   David Cote, President
                                   



                                       4.