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                                                                 EXHIBIT 3.1(c)

                             ARTICLES OF AMENDMENT
                   TO THE RESTATED ARTICLES OF INCORPORATION
                                       OF
                            SOFTWARE SPECTRUM, INC.


     Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Restated Articles of Incorporation:

     FIRST: The name of the corporation is SOFTWARE SPECTRUM, INC.

     SECOND: The following amendment to the Restated Articles of Incorporation
of the corporation was adopted by the shareholders of the corporation on August
15, 1996 in the manner prescribed by the Texas Business Corporation Act:

     BE IT RESOLVED, that Article IV of the Restated Articles of Incorporation,
as amended, of the Corporation be amended to read in its entirety as follows:

               "The aggregate number of shares which the Corporation shall have
          authority to issue is Twenty-One Million (21,000,000), of which
          Twenty Million (20,000,000) shares shall be Common Stock, par value
          of $.01 per share, and One Million (1,000,000) shares shall be
          Preferred stock, par value of $.01 per share.

               The following is a statement of the existing designations,
          preferences, limitations and relative rights in respect of the
          shares of each class of stock of the Corporation:

                               A. Preferred Stock

               Shares of the Preferred Stock of the Corporation may be issued
          from time to time in one or more series, the shares of each series to
          have such voting powers, full or limited, or no voting powers, and
          such designations, preferences, and relative, participating, optional
          or other special rights, and qualifications, limitations, or
          restrictions thereof, as shall be stated and expressed in a
          resolution or resolutions providing for the issue of such series
          adopted by the Board of Directors of the Corporation. The Board of
          Directors of the Corporation is hereby expressly authorized, subject
          to the limitations provided by law as to variation of rights and
          preferences as between series of the same class of stock, to
          establish and designate series of the Preferred Stock, to fix the
          number of shares constituting each series, and fix the designations
          and the relative powers, rights, preferences and limitations of the
          shares of each series and the variations of the relative powers,
          rights, preferences, and limitations


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          as between series, and to increase and to decrease the number of
          shares constituting each series.


                                B. Common Stock

               1. Subject to the prior rights and preferences of the Preferred
          Stock and subject to the provisions and on the conditions set forth
          in the foregoing part A of this Article Four or in any resolution or
          resolutions providing for the issue of a series of Preferred Stock,
          such dividends (payable in cash, stock or otherwise) as may be
          determined by the Board of Directors of the Corporation may be
          declared and paid on the Common Stock from time to time out of any
          funds legally available therefor.

               2. The shares of Common Stock shall be fully voting stock at the
          rate of one vote for each sham of Common Stock held.

               3. After payment shall have been made in full to the holders of
          the Preferred Stock in the event of any liquidation, dissolution, or
          winding up of the affairs of the Corporation, the remaining assets
          and funds of the Corporation shall be distributed among the holders
          of the Common Stock according to their respective shares."

     THIRD: The number of shares of the corporation outstanding at the time of
the adoption of such amendment was 4,335,233 shares of the corporation's common
stock, $.01 par value per share; and the number of shares entitled to vote
thereon was 4,335,233.

     FOURTH: The number of shares voted for the foregoing amendment was
3,248,598.1590; and the number of shares voted against such amendment was
59,849.1640.

     IN WITNESS WHEREOF, the undersigned officer of the corporation has
executed the Articles of Amendment on behalf of the corporation this 21st day
of October, 1996.

                                     SOFTWARE SPECTRUM, INC.


                                     By  /s/ JUDY O. SIMS
                                        -------------------------------------
                                        Judy O. Sims, Chief Executive Officer