EXHIBIT 3.1
                                          
                             ARTICLES OF INCORPORATION
                                          
                                         OF
                                          
                            ACACIA RESEARCH CORPORATION,
                                          
                                     AS AMENDED
                                          
                                          
                                         I
                                          

            The name of this corporation is ACACIA RESEARCH CORPORATION.

                                          
                                         II

     The purpose of this 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 a banking business, the trust 
company business or the practice of a profession permitted to be incorporated 
by the California Corporations Code.

                                          
                                        III

     The name and address in the State of California of this corporation's 
initial agent for the service of process is:  William D. Segal, Esq., 811 
Wilshire, Suite 1700, Los Angeles, California  90017.

                                          
                                         IV

     This corporation is authorized to issue only one class of shares of 
stock, designated "Common Stock," and the number of shares of Common Stock 
authorized to be issued is 30,000,000, without par value.

                                          
                                         V

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



                                         VI

     The corporation shall have the authority to provide indemnification to 
agents (as defined in Section 317 of the California Corporations Code) 
through bylaw provisions, agreements, vote of shareholders or disinterested 
directors, or otherwise, in excess of the indemnification otherwise permitted 
by Section 317 of the California Corporations Code with respect to actions 
for breach of duty to the corporation and its shareholders, subject to the 
limits on such excess indemnification set forth in Section 204 of the 
Corporations Code.

     We further declare under penalty of perjury under the laws of the State 
of California that the matters set forth in this Articles of Incorporation 
are true and correct or our own knowledge.

Dated:    May 20, 1998                  /s/   Paul R. Ryan
                                        ------------------------------
                                        Paul R. Ryan, President


                                        /s/   Kathryn King-Van Wie
                                        -------------------------------
                                        Kathryn King-Van Wie, Secretary