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                                                                  EXHIBIT 3.1(b)


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           CENTRAL FREIGHT LINES, INC.
                              A NEVADA CORPORATION

                                 ARTICLE I. NAME

         The name of the corporation is Central Freight Lines, Inc.

                               ARTICLE II. PURPOSE

         The purpose of the corporation is to engage in, promote, conduct, and
carry on any lawful acts or activities for which corporations may be organized
under the laws of the State of Nevada.

                         ARTICLE III. AUTHORIZED SHARES

         A. Authorized Shares. The total number of shares of capital stock of
all classes which the corporation shall have authority to issue is One Hundred
Ten Million (110,000,000) shares, all having a par value of One-Tenth of One
Cent ($0.001) per share, consisting of the following: One Hundred Million
(100,000,000) shares of Common Stock; and Ten Million (10,000,000) shares of
Preferred Stock.

         B. Reclassification of Common Stock. Upon filing of these Amended and
Restated Articles of Incorporation, each share of Class A Common Stock, par
value One-Tenth of One Cent ($0.001) per share, and each share of Class B Common
Stock, par value One-Tenth of One Cent ($0.001) per share, then outstanding
shall be reclassified into one share of Common Stock, par value One-Tenth of One
Cent ($0.001) per share, without class designation. From and after the date of
filing of these Amended and Restated Articles of Incorporation, certificates
representing shares of Class A Common Stock and Class B Common Stock issued
prior to such filing date shall be deemed to represent only the right to receive
new shares of Common Stock, without class designation, pursuant hereto.

         C. Common Stock. Except as otherwise stated herein, holders of Common
Stock shall have all of the rights afforded holders of common stock under the
corporation's Bylaws and the laws of the State of Nevada. Holders of Common
Stock shall not be entitled to cumulative voting in the election of directors.
Holders of Common Stock shall be entitled to one vote for each share held on all
matters on which stockholders are generally entitled to vote.

         D. Preferred Stock. The Board of Directors is expressly authorized to
issue the Preferred Stock from time to time, in one or more series, provided
that the aggregate number of shares issued and outstanding at any time of all
such series shall not exceed Ten Million (10,000,000). The Board of Directors is
further authorized to fix or alter, with respect to each such series, the
following terms and provisions of any authorized and unissued shares of such
stock:

                  (i)    the distinctive serial designation, and the rights,
                         powers, and preferences and relative participating,
                         optional, or other special rights, if any, and any
                         qualifications, limitations, or restrictions on each
                         such series;

                  (ii)   the number of shares of the series, which number may at
                         any time or from time to time be increased or decreased
                         (but not below the number of shares of such series then
                         outstanding);

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                  (iii)  the voting powers, if any, and, if voting powers are
                         granted, the extent of such voting powers including
                         whether cumulative voting is allowed and the right, if
                         any, to elect a director or directors;

                  (iv)   the election, term of office, filling of vacancies, and
                         other terms of the directorship of directors, if any,
                         to be elected by the holders of any one or more classes
                         or series of such stock;

                  (v)    the dividend rights, if any, including, without
                         limitation, the dividend rates, dividend preferences
                         with respect to other series or classes of stock, the
                         dates on which any dividends shall be payable, and
                         whether dividends shall be cumulative;

                  (vi)   the date from which dividends on shares issued prior to
                         the date for payment of the first dividend thereon
                         shall be cumulative, if any;

                  (vii)  the redemption price, terms of redemption, and the
                         amount of and provisions regarding any sinking fund for
                         the purchase or redemption thereof;

                  (viii) the liquidation preferences and the amounts payable on
                         dissolution or liquidation;

                  (ix)   the terms and conditions under which shares of the
                         series may or shall be converted into any other series
                         or class of stock or debt of the corporation; and

                  (x)    any other terms or provisions that the Board of
                         Directors by law may be authorized to fix or alter.

         E. Provisions Applicable to Common and Preferred Stock. No holder of
shares of the corporation of any class, now or hereafter authorized, shall have
any preferential or preemptive right to subscribe for, purchase, or receive any
shares of stock of the corporation of any class, now or hereafter authorized, or
any options or warrants for such shares, or any rights to subscribe to or
purchase such shares, or any securities convertible into or exchangeable for
such shares, which may at any time or from time to time be issued, sold, or
offered for sale by the corporation.

                              ARTICLE IV. DIRECTORS

         The number of directors of the corporation shall be determined from
time to time by the Board of Directors in a manner consistent with the
corporation's Bylaws, such number to be between the fixed minimum of one
director and the fixed maximum of twelve directors. The corporation shall be
managed by the Board of Directors. In addition to the powers and authority
herein, or by statute, expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation, subject, nevertheless, to the provisions of the laws of
the State of Nevada, of these Articles of Incorporation, and of the Bylaws of
the corporation.

                       ARTICLE V. LIMITATION OF LIABILITY

         To the fullest extent permitted by the laws of the State of Nevada, as
the same exist or may hereafter be amended, any director or officer of the
corporation shall not be liable to the corporation or its stockholders for
monetary or other damages for breach of fiduciary duties as a director or
officer. No repeal, amendment, or modification of this Article V, whether direct
or indirect, shall eliminate or reduce its effect with respect to any act or
omission of a director or officer of the corporation occurring prior to such
repeal, amendment, or modification.


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                           ARTICLE VI. INDEMNIFICATION

         To the fullest extent allowable by the Nevada General Corporation Law
(including pursuant to the expanded rights and financial arrangements that may
be granted to persons under articles of incorporation, bylaws, agreements, votes
of stockholders or disinterested directors, or otherwise under such law), the
corporation shall indemnify those persons entitled to indemnification, as
hereinafter provided, in the manner and under the circumstances described in
this Article VI.

         A. General Indemnification. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding unless a final adjudication by a court of competent
jurisdiction establishes that his acts or omissions involved intentional
misconduct, fraud, or a knowing violation of law and were material to the cause
of action. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person's acts or
omissions involved intentional misconduct, fraud, or a knowing violation of law.

         B. Mandatory Indemnification. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in paragraph
A of this Article VI, or in defense of any claim, issue, or matter therein, he
shall be indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with such defense.

         C. Advancement of Expenses. To the extent not prohibited by law,
expenses incurred in defending a civil or criminal action, suit, or proceeding
shall be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee, or agent to repay such amount if final
adjudication by a court of competent jurisdiction establishes that his acts or
omissions involved intentional misconduct, fraud, or a knowing violation of law
and were material to the cause of action.

         D. Other Rights. The indemnification provided by this Article VI does
not exclude any other rights to which a person seeking indemnification may be
entitled under any law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such position. The indemnification
provided by this Article VI shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. No amendment to or repeal
of this Article VI shall apply to or have any effect on the rights of any
director, officer, employee, or agent under this Article VI, which rights came
into existence by virtue of acts or omissions of such director, officer,
employee, or agent occurring prior to such amendment or repeal.

         E. Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.


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         F. Definition of Corporation. For the purposes of this Article VI,
references to "the corporation" include, in addition to the corporation that
resulted from the filing of the original Articles of Incorporation to which
these Amended and Restated Articles of Incorporation relate and its surviving
corporation in any merger, any constituent corporation (including any
constituent of a constituent) absorbed in consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, and agents so that any person who
is or was a director, officer, employee, or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, shall stand in the same position
under the provisions of this Article VI with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.

         G. Other Definitions. For purposes of this Article VI, references to
"other enterprise" shall include employee benefit plans; references to "fine"
shall include any excise tax assessed on a person with respect to an employee
benefit plan; references to "serving at the request of the corporation" shall
include any service as a director, officer, employee, or agent of the
corporation that imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and masculine references shall include the
feminine.

                              ARTICLE VII. DURATION

         The corporation shall have perpetual existence.



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