
<PAGE>
                                                                       EXHIBIT 3
 
                                AMENDED AND RESTATED

                             ARTICLES OF INCORPORATION

                                          OF

                                 AARON RENTS, INC.

                                          I.

              The name of the corporation is:

                                 AARON RENTS, INC.

                                         II.

              The Corporation is organized pursuant to the provisions of
         the Georgia Business Corporation Code (the "Code").

                                         III.

              The Corporation shall have perpetual duration.

                                         IV.

              The Corporation is organized for the following purposes:

              To buy, sell, rent and lease office and residential
         furniture and accessories and other personal property of all
         kinds; to manufacture, sell and deliver furniture of any kind
         whatsoever; and generally to manufacture, produce, assemble,
         fabricate, import, purchase or otherwise acquire, invest in,
         own, hold, use, maintain, service or repair, sell, rent, lease,
         pledge, mortgage, exchange, export, distribute, assign and
         otherwise dispose of and to trade and deal in and with, at
         wholesale or retail, goods, wares, merchandise, commodities,
         articles of commerce and property of every kind and
         description; and to engage in, conduct and carry on a general
         manufacturing, importing and exporting, merchandising, leasing,
         mercantile and trading business in any and all branches
         thereof.

              To do each and every thing necessary, suitable or proper
         for the accomplishment of any of the purposes or the attainment
         of any one o more of the objects herein enumerated, or which
         shall at any time appear conducive to or expedient for the
         protection or benefit of the Corporation.

              IN FURTHERANCE OF AND NOT IN LIMITATION of the general
         powers conferred by the laws of the State of Georgia and the
         objects and purposes herein set forth, it is expressly provided
         that to such extent as a corporation organized under the Code
         may now or hereafter lawfully do, the Corporation shall have
         the power to do, either as principal or agent and either alone
<PAGE>
 
         or in connection with other corporations, firms or individuals,
         all and anything necessary, suitable, convenient or proper for,
         or in connection with, or incident to, the accomplishment of
         any of the purposes or the attainment of any one or more of the
         objects herein enumerated, or designed directly or indirectly
         to promote the interests of the Corporation or to enhance the
         value of its properties; and in general to do any and all
         things and exercise any and all powers, rights and privileges
         which a corporation may now or hereafter be authorized to do or
         to exercise under the Code or under any act amendatory thereof,
         supplemental thereto or substituted therefor.

              The foregoing provisions of this Article IV shall be
         construed both as purposes and powers and each as an
         independent purpose and power.  The foregoing enumeration of
         specific purposes and powers herein specified shall, except
         when otherwise provided in this Article IV, be in no wise
         limited or restricted by referenced to, or inference from, the
         terms of any provision of this or any other Article of these
         Amended and Restated Articles of Incorporation.

                                          V.

              The Corporation shall have authority to issue shares of
         capital stock consisting of Twenty-Five Million (25,000,000)
         shares of Common Stock, par value $0.50 per share ("Common
         Stock"), Twenty-Five Million (25,000,000) shares of Class A
         Common Stock, par value $0.50 per share ("Class A Common
         Stock") (collectively, the "Stock"), and One Million
         (1,000,000) shares of Preferred Stock, par value $1.00 per
         share ("Preferred Stock").

              The Corporation may purchase its own shares of capital
         stock out of unreserved and unrestricted earned surplus and
         capital surplus available therefor and as otherwise provided by
         law.  The Board of Directors may from time to time distribute
         to shareholders out of capital surplus of the Corporation a
         portion of its assets, in cash or in property.

              SECTION 1.  TERMS OF THE CLASS A COMMON STOCK AND COMMON
                          --------------------------------------------
         STOCK.  The powers, preferences and rights of the Class A
         -----
         Common Stock and the Common Stock, and the qualifications,
         limitations or restrictions thereof, shall be as follows:

              (a)  Voting.  At each annual or special meeting of
                   ------
         stockholders, each holder of Class A Common Stock shall be
         entitled to one (1) vote in person or by proxy for each share
         of Class A Common Stock standing in such person's name on the
         stock transfer records of the Corporation in connection with
         the election of directors and all other actions submitted to a
         vote of stockholders; holders of Common Stock shall not be
         entitled to vote on any matters except as otherwise expressly
         provided by these Amended and Restated Articles of
         Incorporation or the Code.

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              (b)  Dividends and Other Distributions. The record holders
                   ---------------------------------
         of the Stock shall be entitled to receive such dividends and
         other distributions in cash, stock or property of the
         Corporation as may be declared thereon by the Board of
         Directors out of funds legally available therefor.  Each share
         of Class A Common Stock and each share of Common Stock shall
         have identical rights with respect to dividends and
         distributions (including distributions in connection with any
         recapitalization, and upon liquidation, dissolution or winding
         up, either partial or complete, of the Corporation); provided,
         that in the case of regular cash dividends, the Corporation may
         pay a dividend on the Common Stock without paying any dividend
         on the Class A Common Stock, and the payment per share of
         Common Stock may be higher (but in no event lower) than the
         payment per share of Class A Common Stock; and provided
         further, that dividends or other distributions payable on the
         Stock in shares of Stock shall be made to all holders of Stock
         and may be made only as follows: (i) in shares of Common Stock
         to the record holders of Class A Common Stock and to the record
         holders of Common Stock, (ii) in shares of Class A Common Stock
         to the record holders of Class A Common Stock and in shares of
         Common Stock to the record holders of Common Stock, or (iii) in
         any other authorized class or series of capital stock to the
         holders of both classes of Stock.

              (c)  Convertibility.  Except as provided below, neither
                   --------------
         the Class A Common Stock nor the Common Stock shall be
         convertible into another class of Stock or any other security
         of the Corporation.

                   (1)  All outstanding shares of Common Stock may be
         converted into shares of Class A Common Stock on a share-for-
         share basis by resolution of the Board of Directors if, as a
         result of the existence of the Common Stock, either the Class A
         Common Stock or Common Stock is, or both are, excluded from
         quotation on the National Association of Securities Dealers,
         Inc. Automated Quotation System ("NASDAQ") or, if such shares
         are listed on a national securities exchange, from trading on
         the principal national securities exchange on which such
         securities are traded.

                   (2)  All outstanding shares of Common Stock shall be
         immediately converted into shares of Class A Common Stock on a
         share-for-share basis if at any time the number of outstanding
         shares of Class A Common Stock as reflected on the stock
         transfer records of the Corporation falls below 10% of the
         aggregate number of outstanding shares of Class A Common Stock
         and Common Stock.  For purposes of the immediately preceding
         sentence, any shares of Class A Common Stock and Common Stock
         repurchased or otherwise acquired by the Corporation shall no
         longer be deemed "outstanding" from and after the date of
         repurchase.

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                   (3)  If the Common Stock is converted pursuant to
         subsection (c)(1) or (c)(2), certificates which formerly
         represented outstanding shares of Common Stock will thereafter
         be deemed to represent a like number of shares of Class A
         Common Stock and all shares of Stock authorized by these
         Amended and Restated Articles of Incorporation shall be deemed
         to be shares of Class A Common Stock.

              (d)  Common Stock Protection.
                   -----------------------

                   (1)  If, after October 30, 1992 (the "Effective
         Date"), any person or group acquires (other than upon issuance
         or sale by the Corporation, by operation of law, by will or the
         laws of descent and distribution, by charitable contribution or
         gift, or by foreclosure of a bona fide loan) beneficial
         ownership of shares of Class A Common Stock constituting 20% or
         more of the then issued and outstanding shares of Class A
         Common Stock (such acquisition making such person or group a
         "Significant Shareholder"), and such person or group does not
         then beneficially own shares of Common Stock constituting an
         equal or greater percentage of all then issued and outstanding
         shares of Common Stock, such Significant Shareholder must,
         within a 90-day period beginning the day after becoming a
         Significant Shareholder, commence a public tender offer in
         compliance with all applicable laws and regulations to acquire
         additional shares of Common Stock (a "Common Stock Protection
         Transaction") as provided in this subsection (d) of Section 1
         of this Article V.

                   (2)  In a Common Stock Protection Transaction, the
         Significant Shareholder must offer to acquire from the holders
         of the Common Stock that number of shares of Common Stock (the
         "Additional Shares") determined by (i) multiplying the
         percentage of issued and outstanding shares of Class A Common
         Stock beneficially owned by such Significant Shareholder which
         were acquired after the Effective Date by the total number of
         shares of Common Stock issued and outstanding on the date such
         person or group became a Significant Shareholder, and (ii)
         subtracting therefrom the total number of shares of Common
         Stock beneficially owned by such Significant Shareholder on
         such date (including shares acquired on such date or prior to
         the time such person or group became a Significant
         Shareholder).  The Significant Shareholder must acquire all
         shares validly tendered; provided, however, that if the number
         of shares of Common Stock tendered to the Significant
         Shareholder exceeds the number of shares required to be
         acquired pursuant to this paragraph (2), the number of shares
         of Common Stock acquired from each tendering holder shall be
         pro rata in proportion to the total number of shares of Common
         Stock tendered by all tendering holders.

                   (3)  The offer price for any shares of Common Stock
         required to be purchased by a Significant Shareholder pursuant
         to a Common Stock Protection Transaction shall be the greater
         of (i) the highest price per share paid by the Significant
         Shareholder for any share of Class A Common Stock or Common
         Stock (whichever is higher) in the six-month period ending on
         the date such person or group became a Significant Shareholder

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         and (ii) the highest closing price of a share of Class A Common
         Stock or Common Stock (whichever is higher) on the NASDAQ
         National Market System (or such other quotation system or
         securities exchange constituting the principal trading market
         for either class of Stock) during the thirty calendar days
         preceding the date such person or group became a Significant
         Shareholder.  For purposes of paragraph (4) below, the
         applicable date for the calculations required by the preceding
         sentence shall be the date on which the Significant Shareholder
         acquires beneficial ownership of an additional 5% of the then
         issued and outstanding shares of Class A Common Stock.  If the
         Significant Shareholder has acquired Class A Common Stock or
         Common Stock in the six-month period ending on the date such
         person or group becomes a Significant Shareholder for
         consideration other than cash, the value of such consideration
         per share of Class A Common Stock or Common Stock shall be as
         determined in good faith by the Board of Directors.

                   (4)  A Common Stock Protection Transaction shall also
         be required to be effected each time a Significant Shareholder
         acquires beneficial ownership of shares of Class A Common Stock
         constituting an additional 5% or more of the then issued and
         outstanding Class A Common Stock (other than upon issuance or
         sale by the Corporation, by operation of law, by will or the
         laws of descent and distribution, by charitable contribution or
         gift, or by foreclosure of a bona fide loan) subsequent to the
         last acquisition of Class A Common Stock which triggered the
         requirement for a Common Stock Protection Transaction, if such
         Significant Shareholder does not then beneficially own shares
         of Common Stock constituting an equal or greater percentage of
         all issued and outstanding shares of Common Stock.  Such
         Significant Shareholder shall be required to offer to buy
         through a public tender offer that number of Additional Shares
         prescribed in paragraph (2) above, and must acquire all shares
         validly tendered or a pro rata portion thereof, as specified in
         such paragraph (2) above, at the price determined pursuant to
         paragraph (3) above, even if a previous Common Stock Protection
         Transaction resulted in fewer shares of Common Stock being
         tendered than such previous offer included.

                   (5)  The requirement to engage in a Common Stock
         Protection Transaction is satisfied by making the requisite
         offer and purchasing validly tendered shares, even if the
         number of shares tendered is less than the number of shares
         included in the required offer.

                   (6)  If any Significant Shareholder fails to make an
         offer required by this subsection (d) of Section 1 of this
         Article V, or to purchase shares validly tendered and not
         withdrawn (after proration, if any), such Significant
         Shareholder shall not be entitled to vote any shares of Class A
         Common Stock beneficially owned by such Significant Shareholder
         and acquired by such Significant Shareholder after the
         Effective Date unless and until such requirements are complied
         with or unless and until all shares of Class A Common Stock
         causing such offer requirement to be effective are no longer
         beneficially owned by such Significant Shareholder.  To the
         extent that the voting power of any shares of Class A Common
         Stock is so suspended, such shares will not be included in the
         determination of aggregate voting shares for any purpose under
         these Amended and Restated Articles of Incorporation or the
         Code.

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                   (7)  The Common Stock Protection Transaction
         requirement shall not apply to any increase in percentage
         ownership of Class A Common Stock resulting solely from a
         change in the total amount of Class A Common Stock outstanding;
         provided, that any acquisition after such change which results
         in any person or group beneficially owning 20% or more of the
         Class A Common Stock (or an additional 5% or more of the Class
         A Common Stock subsequent to the last acquisition which
         triggered the requirement for a Common Stock Protection
         Transaction) excluding, with respect to the numerator but not
         the denominator for the calculation of such percentage, shares
         of Class A Common Stock held by such Significant Shareholder
         immediately after the Effective Date (or immediately after the
         last acquisition which triggered the requirement for a Common
         Stock Protection Transaction, as the case may be), shall be
         subject to any Common Stock Protection Transaction requirement
         that would be imposed with respect to a Significant Shareholder
         pursuant to this subsection (d) of Section 1 of this Article
         V.

                   (8)  All calculations with respect to percentage
         ownership of issued and outstanding shares of either class of
         Stock will be based upon the numbers of issued and outstanding
         shares reported by the Corporation on the last filed of (i) the
         Corporation's most recent Annual Report on Form 10-K, (ii) its
         most recent definitive proxy statement, (iii) its most recent
         Quarterly Report on Form 10-Q, or (iv) if any, its most recent
         Current Report on Form 8-K.

                   (9)  For purposes of this subsection (d) of Section 1
         of Article V, the term "person" means a natural person,
         company, government, or political subdivision agency or
         instrumentality of a government, or other entity.  The terms
         "beneficial ownership" and "group" have the same meanings as
         used in Regulation 13D promulgated under the Exchange Act,
         subject to the following qualifications:  (i) relationships by
         blood or marriage between or among any persons will not
         constitute any of such persons a member of a group with any
         other such persons, absent affirmative attributes of concerted
         action; (ii) any person acting in his official capacity as a
         director or officer of the Corporation shall not be deemed to
         beneficially own shares of Stock where such beneficial
         ownership exists solely by virtue of such person's status as a
         trustee (or similar position) with respect to shares of Stock
         held by plans or trusts for the general benefit of employees or
         retirees of the Corporation, and actions taken or agreed to be
         taken by him in such official capacity or in any other official

                                       6
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         capacity will not be deemed to constitute such a person a
         member of a group with any other person; and (iii) formation of
         a group will not be deemed to be an acquisition by the group
         (or any member thereof) of beneficial ownership of any shares
         of Class A Common Stock then owned by a group member and
         acquired by such member from the Corporation, by operation of
         law, by will or the laws of descent or distribution, by
         charitable contribution or gift, or by foreclosure of a bona
         fide loan.  Furthermore, for the purposes of calculating the
         number of shares of Common Stock beneficially owned by such
         shareholder or group: (a) shares of Common Stock acquired by
         gift shall be deemed to be beneficially owned by such
         shareholder or member of such group only if such gift is made
         in good faith and not for the purposes of circumventing the
         Common Stock Protection Transaction feature; (b) only shares of
         Common Stock owned of record by such shareholder or member of
         such group, or held by others as nominees of such shareholder
         or member and identified as such to the Corporation, shall be
         deemed to be beneficially owned by such shareholder or group
         (provided that shares with respect to which such shareholder or
         member has sole investment and voting power shall be deemed to
         be beneficially owned thereby); and (c) only shares of Common
         Stock acquired by such shareholder or member of such group for
         an "equitable price" shall be treated as being beneficially
         owned by such shareholder or group.  An "equitable price" will
         be deemed to have been paid only when shares of Common Stock
         have been acquired at a price at least equal to the greater of
         (1) the highest per share price paid by the acquiring person,
         in cash or in non-cash consideration, for any shares of Class A
         Common Stock or Common Stock (whichever is higher) in the six-
         month period ending on the date such person or group became a
         Significant Shareholder and (ii) the highest closing price of a
         share of Class A Common Stock or Common Stock (whichever is
         higher) on the NASDAQ National Market System (or such other
         quotation system or securities exchange constituting the
         principal trading market for either class of Stock) during the
         thirty calendar days preceding the date such person or group
         became a Significant Shareholder, with the value of any
         non-cash consideration in either case being determined by the
         Board of Directors acting in good faith.

              (e)  Merger and Consolidation.  In the event of a merger
                   ------------------------ 
         or consolidation of the Corporation with or into another entity
         (whether or not the Corporation is the surviving entity), or a
         statutory share exchange involving the Stock, the holders of
         Common Stock shall be entitled to receive the same amount and
         form of consideration per share as the per share consideration,
         if any, received by any holder of the Class A Common Stock in
         such merger or consolidation.

              (f)  Subdivision of Shares.  If the Corporation shall in
                   ---------------------
         any manner split, subdivide or combine the outstanding shares
         of Class A Common Stock or Common Stock, the outstanding shares
         of the other such class of Stock shall be proportionally split,
         subdivided or combined in the same manner and on the same basis
         as the outstanding shares of the other class of Stock have been
         split, subdivided or combined.

              (g)  Power to Sell and Purchase Shares.  The Board of
                   ---------------------------------
         Directors shall have the power to cause the Corporation to
         issue and sell all or any part of any class of stock herein or
         hereafter authorized to such persons, firms, associations or
         corporations, and for such consideration, as the Board of
         Directors shall from time to time, in its discretion,
         determine, whether or not greater consideration could be
         received upon the issue or sale of the same number of shares of
         another class, and as otherwise permitted by law.  The Board of
         Directors shall have the power to cause the Corporation to
         purchase any class of stock herein or hereafter authorized from
         such persons, firms, associations or corporations, and for such
         consideration, as the Board of Directors shall from time to
         time, in its discretion, determine, whether or not less
         consideration could be paid upon the purchase of the same
         number of shares of another class, and as otherwise permitted
         by law.

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              (h)  Increase or Decrease in Number of Shares.  The number
                   ----------------------------------------
          of authorized shares of Common Stock may be increased or
         decreased (but not below the number of shares then outstanding)
         by the affirmative vote of a majority of the votes which may be
         collectively cast by holders of the Class A Common Stock.

              (i)  Amendments.  In addition to any other vote provided
                   ----------
         for by law, by these Articles or the By-Laws of the Corporation
         or by the Board of Directors, the affirmative vote of at least
         two-thirds of the votes cast by the holders of shares of Common
         Stock, voting as a separate group, at any meeting of
         shareholders shall be required to amend, alter or repeal any
         provision of Section 1 of this Article V that adversely affects
         the rights of the holders of the Common Stock.  Where the
         Common Stock is entitled to vote upon a proposal, each holder
         of Common Stock shall be entitled to one vote for each share of
         Common Stock held on the record date for such meeting.

              SECTION 2.  TERMS OF THE PREFERRED STOCK.  The following
                          ----------------------------
         are the designations, powers, preferences and rights of the
         preferred stock and the qualifications, limitations and
         restrictions thereof:

              (a)  Except as otherwise provided by applicable law, or by
         the resolution or resolutions of the Board of Directors
         providing for the issue of any series of a Preferred Stock, the
         holders of shares of Preferred Stock, as such holders, (i)
         shall not have any right to vote, and are hereby specifically
         excluded from the right to vote, in the election of directors
         or for any other purpose, and (ii) shall not be entitled to
         notice of any meeting of shareholders.

              (b)  Before any sum or sums shall be set aside or applied
         to the purchase of any outstanding shares of Stock, and before
         any dividend shall be declared or paid or any distribution
         ordered or made upon the Stock (other than a dividend payable
         in shares of Stock), the Corporation shall have complied with
         the dividend and sinking fund requirements (if any) set forth
         in any resolution or resolutions of the Board of Directors with
         respect to the issue of any series of Preferred Stock of which
         any shares shall at the time be outstanding.

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<PAGE>
 
              (c)  Subject to the provisions of the immediately
         preceding paragraph, and to such other limitations as may be
         specified in any resolution or resolutions of the Board of
         Directors providing for the issue of any series of Preferred
         Stock, the holders of outstanding shares of Stock shall be
         entitled to the exclusion of the holders of shares of Preferred
         Stock of any and all series, to receive such dividends payable
         with respect to the Stock as may be declared by the Board of
         Directors from time to time.

              (d)  In the event of any liquidation, dissolution or
         winding up of the Corporation, whether voluntary or
         involuntary, after payment shall have been made to the holders
         of shares of Preferred Stock of the full amount to which any
         series of the Preferred Stock is entitled as set forth in the
         resolution or resolutions of the Board of Directors providing
         for the issue thereof, the holders of outstanding shares of
         Stock shall be entitled, to the exclusion of the holders of
         shares of Preferred Stock of any and all series, to share in
         all remaining assets of the Corporation available for
         distribution to its shareholders ratably according to the
         number of shares of Stock held by them.  Neither the merger nor
         consolidation of the Corporation with or into any other
         corporation or corporations, nor the merger or consolidation of
         any other corporation or corporations into or with the
         Corporation, nor the sale, transfer, mortgage, pledge or lease
         by the Corporation of all or any part of its assets shall be
         deemed to be a liquidation, dissolution or winding up of the
         Corporation.

              (e)  The Preferred Stock may be issued from time to time
         in one or more series of any number of shares, except that the
         aggregate number of shares issued and not canceled of any and
         all such series shall not exceed the total number of shares of
         Preferred Stock hereinabove authorized.  Each series of
         Preferred Stock shall be distinctively designated by number,
         letter or descriptive words.

              (f)  Authority is hereby expressly granted to and vested
         in the Board of Directors to issue the Preferred Stock at any
         time, or from time to time, as Preferred Stock of any one or
         more series, and, in connection with the establishment of each
         such series, to fix by resolution or resolutions providing for
         the issue of the shares thereof the voting powers, if any, and
         the designation, preferences and relative rights of each such
         series of Preferred Stock to the full extent now or hereafter
         permitted by these Amended and Restated Articles of
         Incorporation and the laws of the State of Georgia, including,
         without limiting the generality of the foregoing, all of the
         following matters which may vary between each series:

                   (1)  The distinctive designation of such series and
         the number of shares which constitute such series, which number
         may be increased or decreased either before or subsequent to
         the issuance of any shares of such series (but not below the
         number of shares of such series then outstanding), from time to
         time by action of the Board of Directors;

                   (2)  The dividend rate of such series, the dates of
         payment thereof, and any limitations, restrictions or
         conditions on the payment of dividends, including whether
         dividends shall be cumulative and, if so, from which date or
         dates, and the relative rights of priority, if any, of payment
         of dividends on the shares of each series;

                   (3)  The price or prices at which, and the terms,
         times and conditions on which, the shares of such series may be
         redeemed at the option of the Corporation or at the option of
         the holders of such shares;

                                       9
<PAGE>
 
                   (4)  The amount or amounts payable upon the shares of
         such series in the event of voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation, and
         the relative rights of priority, if any, of payment to the
         holders of shares of each series;

                   (5)  Whether or not the shares of such series shall
         be entitled to the benefit of a purchase, retirement or sinking
         fund to be applied to the redemption or purchase of such
         series, and if so entitled, the amount of such fund and the
         manner of its application, including the price or prices at
         which the shares of such series may be redeemed or purchased
         through the application of such fund;

                   (6)  Whether or not the shares of such series shall
         be made convertible into, or exchangeable for, shares of any
         other class or classes of stock of the Corporation, or the
         shares of any other series of Preferred Stock, and, if made so
         convertible or exchangeable, the conversion price or prices, or
         the rate or rates of exchange, and the adjustments thereof, if
         any, at which such conversion or exchange may be made, and any
         other terms and conditions of such conversion or exchange;

                   (7)  Whether or not the shares of such series shall
         have any voting rights, and, if voting rights are so granted,
         the extent of such voting rights and the terms and conditions
         under which such voting rights may be exercised.

                   (8)  Whether or not the issue of any additional
         shares of such series or of any future series in addition to
         such series shall be subject to restrictions in addition to the
         restrictions, if any, on the issue of additional shares imposed
         in the resolution or resolutions fixing the terms of any
         outstanding series of Preferred Stock theretofore issued
         pursuant to this Section 2(f), and, if subject to additional
         restrictions, the extent of such additional restrictions; and

                   (9)  Whether or not the shares of such series shall
         be entitled to the benefit of limitations restricting the
         purchase of, the payment of dividends on, or the making of
         other distributions in respect of stock of any class of the
         Corporation, and the terms of any such restrictions; provided,
         however, that such restrictions shall not include any
         prohibition on the payment of dividends or with respect to
         distributions in the event of voluntary or involuntary
         liquidation established for any outstanding series of Preferred
         Stock theretofore issued.

                                         VI.

              None of the holders of any capital stock of the
         Corporation of any kind, class or series now or hereafter
         authorized shall have preemptive rights with respect to any
         shares of capital stock of the Corporation of any kind, class
         or series now or hereafter authorized.

                                       10
<PAGE>
 
                                         VII.

              No director of the Corporation shall be personally liable
         to the Corporation or its shareholders for monetary damages for
         breach of his duty of care or other duty as a director;
         provided, that this provision shall eliminate or limit the
         liability of a director only to the extent permitted from time
         to time by the Code or any successor law or laws.

              IN WITNESS WHEREOF, AARON RENTS, INC., has caused these
         Amended and Restated Articles of Incorporation to be executed
         and its corporate seal to be affixed hereto by its duly
         authorized officers this 7th day of May, 1996.

                                        AARON RENTS, INC.

                                        By:
                                           -----------------------------
                                             Keith C. Groen, Vice
                                             President, Legal
         (CORPORATE SEAL)

                                       11
