EXHIBIT 3.1
                                                                                
                             ARTICLES OF AMENDMENT
                          TO THE AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                            K & G MEN'S CENTER, INC.

                                        
     Pursuant to the provisions of Section 14-2-1006 of the Georgia Business
Corporation Code, the undersigned corporation adopts the following Amendment to
its Amended and Restated Articles of Incorporation:

     1. The name of the corporation is K & G Men's Center, Inc. (the 
        "Corporation");

     2. The first sentence of ARTICLE IV of the Amended and Restated Articles of
        Incorporation of K & G Men's Center, Inc. shall be amended to increase
        the total number of shares of all classes of stock which the Corporation
        has authority to issue from twenty-two million (22,000,000) to forty-two
        million (42,000,000) and to increase the number of authorized shares of
        "Common Stock" from twenty million (20,000,000) to forty million
        (40,000,000) so that, as amended, the first sentence of ARTICLE IV shall
        read in its entirety as follows:

                                  ARTICLE IV

          The total number of shares of all classes of stock which the
          Corporation has authority to issue shall be forty-two million
          (42,000,000) shares, of which forty million (40,000,000) shares,
          having a par value of One Cent ($.01) per share, shall be designated
          as "Common Stock," and two million (2,000,000) shares, having a par
          value of One Cent ($.01) per share, shall be designated as "Preferred
          Stock."

     3. The above amendment was adopted on June 5, 1998.

     4. The above amendment was duly approved by the board of directors and the
        shareholders of the Corporation in accordance with the provisions of the
        Georgia Business Corporation Code.

     IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation
has executed this amendment on behalf of the Corporation, this 8th day of June,
1998.

                                       K & G MEN'S CENTER, INC.            
                                                                           
                                                                           
                                       By: /s/ John C. Dancu               
                                          -------------------------------- 
                                          Name:  John C. Dancu             
                                          Title:  Chief Financial Officer