
                                                                     EXHIBIT 3.1

                           ARTICLES OF INCORPORATION
                                      OF
                           SARATOGA HOLDINGS I, INC.


      I, the undersigned, a natural person of the age of eighteen years or more
acting as the incorporator of a corporation (hereinafter called the
"Corporation") under the Texas Business Corporation Act, do hereby adopt the
following Articles of Incorporation for the Corporation:

                                  ARTICLE ONE

      The name of the Corporation is Saratoga Holdings I, Inc.

                                  ARTICLE TWO

      The period of duration of the Corporation is perpetual.

                                 ARTICLE THREE

      The purpose for which the Corporation is organized is to engage in the
transaction of any and all lawful businesses for which corporations may be
incorporated under the Texas Business Corporation Act.

                                 ARTICLE FOUR

      The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 100,100,000 of which (a)
100,000,000 shares shall be designated as Common Stock, par value $0.001 per
share, and (b) 100,000 shares shall be designated as Preferred Stock, par value
$0.001 per share.

      The following is a statement of the designations, preferences,
limitations, and relative rights, including voting rights, in respect of the
classes of stock of the Corporation and of the authority with respect thereto
expressly vested in the Board of Directors of the Corporation:

                                 COMMON STOCK

      (1) Each share of Common Stock of the Corporation shall have identical
rights and privileges in every respect. The holders of shares of Common Stock
shall be entitled to vote upon all matters submitted to a vote of the
shareholders of the Corporation and shall be entitled to one vote for each share
of Common Stock held.

      (2) Subject to the prior rights and preferences, if any, applicable to
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) as may be declared thereon by the Board of Directors at any
time and from time to time out of any funds of the Corporation legally available
therefor.
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      (3) In the event of any voluntary or involuntary liquidation, dissolution,
or winding-up of the Corporation, after distribution in full of the preferential
amounts, if any, to be distributed to the holders of shares of the Preferred
Stock or any series thereof, the holders of shares of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation available for
distribution to its shareholders, ratably in proportion to the number of shares
of the Common Stock held by them. A liquidation, dissolution, or winding-up of
the Corporation, as such terms are used in this Paragraph (3), shall not be
deemed to be occasioned by or to include any merger of the Corporation with or
into one or more corporations or other entities, any acquisition or exchange of
the outstanding shares of one or more classes or series of the Corporation, or
any sale, lease, exchange, or other disposition of all or a part of the assets
of the Corporation.

                                PREFERRED STOCK

      (4) Shares of the Preferred Stock may be issued from time to time in one
or more series, the shares of each series to have such designations,
preferences, limitations, and relative rights, including voting rights, as shall
be stated and expressed herein or in a resolution or resolutions providing for
the issue of such series adopted by the Board of Directors of the Corporation.
Each such series of Preferred Stock shall be designated so as to distinguish the
shares thereof from the shares of all other series and classes. The Board of
Directors of the Corporation is hereby expressly authorized, subject to the
limitations provided by law, to establish and designate series of the Preferred
Stock, to fix the number of shares constituting each series, and to fix the
designations and the preferences, limitations, and relative rights, including
voting rights, of the shares of each series and the variations of the relative
rights and preferences as between series, and to increase and to decrease the
number of shares constituting each series, provided that the Board of Directors
may not decrease the number of shares within a series to less than the number of
shares within such series that are then issued. The relative powers, rights,
preferences, and limitations may vary between and among series of Preferred
Stock in any and all respects so long as all shares of the same series are
identical in all respects, except that shares of any such series issued at
different times may have different dates from which dividends thereon cumulate.
The authority of the Board of Directors of the Corporation with respect to each
series shall include, but shall not be limited to, the authority to determine
the following:

            (a)   The designation of such series;

            (b) The number of shares initially constituting such series;

            (c) The rate or rates and the times at which dividends on the shares
      of such series shall be paid, the periods in respect of which dividends
      are payable, the conditions upon such dividends, the relationship and
      preferences, if any, of such dividends to dividends payable on any other
      class or series of shares, whether or not such dividends shall be
      cumulative, partially cumulative, or noncumulative, if such dividends
      shall be cumulative or partially cumulative, the date or dates from and
      after which, and the amounts in which, they shall accumulate, whether such
      dividends shall be share dividends, cash or other dividends, or any
      combination thereof, and if such dividends shall include share dividends,
      whether such share dividends shall be payable in shares of the same or any

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      other class or series of shares of the Corporation (whether now or
      hereafter authorized), or any combination thereof and the other terms and
      conditions, if any, applicable to dividends on shares of such series;

            (d) Whether or not the shares of such series shall be redeemable or
      subject to repurchase at the option of the Corporation or the holder
      thereof or upon the happening of a specified event, if such shares shall
      be redeemable, the terms and conditions of such redemption, including but
      not limited to the date or dates upon or after which such shares shall be
      redeemable, the amount per share which shall be payable upon such
      redemption, which amount may vary under different conditions and at
      different redemption dates, and whether such amount shall be payable in
      cash, property, or rights, including securities of the Corporation or
      another corporation;

            (e) The rights of the holders of shares of such series (which may
      vary depending upon the circumstances or nature of such liquidation,
      dissolution, or winding up) in the event of the voluntary or involuntary
      liquidation, dissolution, or winding up of the Corporation and the
      relationship or preference, if any, of such rights to rights of holders of
      stock of any other class or series. A liquidation, dissolution, or winding
      up of the Corporation, as such terms are used in this subparagraph (e),
      shall not be deemed to be occasioned by or to include any merger of the
      Corporation with or into one or more corporations or other entities, any
      acquisition or exchange of the outstanding shares of one or more classes
      or series of the Corporation, or any sale, lease, exchange, or other
      disposition of all or a part of the assets of the Corporation;

            (f) Whether or not the shares of such series shall have voting
      powers and, if such shares shall have such voting powers, the terms and
      conditions thereof, including, but not limited to, the right of the
      holders of such shares to vote as a separate class either alone or with
      the holders of shares of one or more other classes or series of stock and
      the right to have more (or less) than one vote per share; provided,
      however, that the right to cumulate votes for the election of directors is
      expressly denied and prohibited;

            (g) Whether or not a sinking fund shall be provided for the
      redemption of the shares of such series and, if such a sinking fund shall
      be provided, the terms and conditions thereof;

            (h) Whether or not a purchase fund shall be provided for the shares
      of such series and, if such a purchase fund shall be provided, the terms
      and conditions thereof;

            (i) Whether or not the shares of such series, at the option of
      either the Corporation or the holder or upon the happening of a specified
      event, shall be convertible into stock of any other class or series and,
      if such shares shall be so convertible, the terms and conditions of
      conversion, including, but not limited to, any provision for the adjust
      ment of the conversion rate or the conversion price;


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            (j) Whether or not the shares of such series, at the option of
      either the Corporation or the holder or upon the happening of a specified
      event, shall be exchangeable for securities, indebtedness, or property of
      the Corporation and, if such shares shall be so exchangeable, the terms
      and conditions of exchange, including, but not limited to, any provision
      for the adjustment of the exchange rate or the exchange price; and

            (k) Any other preferences, limitations, and relative rights as shall
      not be inconsistent with the provisions of this Article Four or the
      limitations provided by law.

      (5) Except as otherwise required by law or in any resolution of the Board
of Directors creating any series of Preferred Stock, the holders of shares of
Preferred Stock and all series thereof who are entitled to vote shall vote
together with the holders of shares of Common Stock, and not separately by
class.

                                 ARTICLE FIVE

      No holder of any shares of capital stock of the Corporation, whether now
or hereafter authorized, shall, as such holder, have any preemptive or
preferential right to receive, purchase, or subscribe to (a) any unissued or
treasury shares of any class of stock (whether now or hereafter authorized) of
the Corporation, (b) any obligations, evidences of indebtedness, or other
securities of the Corporation convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase, or subscribe to, any such
unissued or treasury shares, (c) any right of subscription to or to receive, or
any warrant or option for the purchase of, any of the foregoing securities, or
(d) any other securities that may be issued or sold by the Corporation.

                                  ARTICLE SIX

      The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of at least $1,000.00.

                                 ARTICLE SEVEN

      Cumulative voting for the election of directors is expressly denied and
prohibited.

                                 ARTICLE EIGHT

      No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, solely because the director or
officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:


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            (a) The material facts as to his relationship or interest and as to
      the contract or transaction are disclosed or are known to the Board of
      Directors or the committee, and the Board of Directors or committee in
      good faith authorizes the contract or transaction by the affirmative vote
      of a majority of the disinterested directors, even though the
      disinterested directors be less than a quorum; or

            (b) The material facts as to his relationship or interest and as to
      the contract or transaction are disclosed or are known to the shareholders
      entitled to vote thereon, and the contract or transaction is specifically
      approved in good faith by vote of the shareholders; or

            (c) The contract or transaction is fair as to the Corporation as of
      the time it is authorized, approved, or ratified by the Board of
      Directors, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

      This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision or to subject
any director or officer to any liability that he would not be subject to in the
absence of this provision.

                                 ARTICLE NINE

      The Corporation shall indemnify any person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent that a corporation may grant indemnification to a director under
the Texas Business Corporation Act, as the same exists or may hereafter be
amended. Such right shall be a contract right and as such shall run to the
benefit of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article Nine is in effect. Any
repeal or amendment of this Article Nine shall be prospective only and shall not
limit the rights of any such director or officer or the obligations of the
Corporation with respect to any claim arising from or related to the services of
such director or officer in any of the foregoing capacities prior to any such
repeal or amendment of this Article Nine. Such right shall include the right to
be paid or reimbursed by the Corporation for expenses incurred in defending any
such proceeding in advance of its final disposition to the maximum extent
permitted under the Texas Business Corporation Act, as the same exists or may
hereafter be amended. If a claim for indemnification or advancement of expenses
hereunder is not paid in full by the Corporation within ninety days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim, and if successful in

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whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
Texas Business Corporation Act, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or any committee thereof, special legal counsel, or shareholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor an actual determination by the Corporation
(including its Board of Directors or any committee thereof, special legal
counsel, or shareholders) that such indemnification or advancement is not
permissible, shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible. In the event of the death of
any person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his heirs, executors, administrators,
and personal representatives. The rights conferred above shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, bylaw, resolution of shareholders or directors, agreement, or
otherwise.

      The Corporation may additionally indemnify any person covered by the grant
of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.

      To the extent permitted by then applicable law, the grant of mandatory
indemnification to any person pursuant to this Article Nine shall extend to
proceedings involving the negligence of such person.

      As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

                                  ARTICLE TEN

      Any action of the Corporation which, under the provisions of the Texas
Business Corporation Act or any other applicable law, is required to be
authorized or approved by the holders of any specified fraction which is in
excess of one-half or any specified percentage which is in excess of fifty
percent of the outstanding shares (or of any class or series thereof) of the
Corporation shall, notwithstanding any law, be deemed effectively and properly
authorized or approved if authorized or approved by the vote of the holders of
more than fifty percent of the outstanding shares entitled to vote thereon (or,
if the holders of any class or series of the Corporation's shares shall be
entitled by the Texas Business Corporation Act or any other applicable law to
vote thereon separately as a class, by the vote of the holders of more than
fifty percent of the outstanding shares of each such class or series). Without
limiting the generality of the foregoing, the foregoing provisions of this
Article Ten shall be applicable to any required shareholder authorization or
approval of: (a) any amendment to these Articles of Incorporation; (b) any plan
of merger, share exchange, or reorganization involving the Corporation; (c) any
sale,

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lease, exchange, or other disposition of all, or substantially all, the property
and assets of the Corporation; and (d) any voluntary dissolution of the
Corporation.

      Directors of the Corporation shall be elected by a plurality of the votes
cast by the holders of shares entitled to vote in the election of directors of
the Corporation at a meeting of shareholders at which a quorum is present.

      Except as otherwise provided in this Article Ten or as otherwise required
by the Texas Business Corporation Act or other applicable law, with respect to
any matter, the affirmative vote of the holders of a majority of the
Corporation's shares entitled to vote on that matter and represented in person
or by proxy at a meeting of shareholders at which a quorum is present shall be
the act of the shareholders.

      Nothing contained in this Article Ten is intended to require shareholder
authorization or approval of any action of the Corporation whatsoever unless
such approval is specifically required by the other provisions of these Articles
of Incorporation, the bylaws of the Corporation, or by the Texas Business
Corporation Act or other applicable law.

                                ARTICLE ELEVEN

      The street address of the initial registered office of the Corporation is
301 Congress Avenue, Suite 1550, Austin, Texas 78701, and the name of its
initial registered agent at such address is Thomas F. Cooke.

                                ARTICLE TWELVE

      The number of directors constituting the initial Board of Directors is one
and the name and address of each person who is to serve as director until the
first annual meeting of shareholders and until such director's successor is
elected and qualified or, if earlier, until such director's death, resignation,
or removal as director, are as follows:

            NAME                                ADDRESS

      Thomas F. Cooke                 301 Congress Avenue, Suite 1550
                                      Austin, Texas 78701

                               ARTICLE THIRTEEN

      To the fullest extent permitted by applicable law, a director of the
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except that this Article Thirteen does not eliminate or limit the
liability of a director of the Corporation to the extent the director is found
liable for:

            (a) a breach of the director's duty of loyalty to the Corporation or
      its shareholders;

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            (b) an act or omission not in good faith that constitutes a breach
      of duty of the director to the Corporation or an act or omission that
      involves intentional misconduct or a knowing violation of the law;

            (c) a transaction from which the director received an improper
      benefit, whether or not the benefit resulted from an action taken within
      the scope of the director's office; or

            (d) an act or omission for which the liability of a director is
      expressly provided by an applicable statute.

      Any repeal or amendment of this Article Thirteen by the shareholders of
the Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the Corporation arising
from an act or omission occurring prior to the time of such repeal or amendment.
In addition to the circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of this Article
Thirteen, a director shall not be liable to the Corporation or its shareholders
to such further extent as permitted by any law hereafter enacted, including
without limitation any subsequent amendment to the Texas Miscellaneous
Corporation Laws Act or the Texas Business Corporation Act.

                               ARTICLE FOURTEEN

      Any action which may be taken, or which is required by law or the Articles
of Incorporation or bylaws of the Corporation to be taken, at any annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall have been signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voted.

                                ARTICLE FIFTEEN

      The name and address of the incorporator are as follows:

            NAME                              ADDRESS

      Anna R. Raines                 600 Congress Avenue, Suite 2200
                                     Austin, Texas 78701








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     EXECUTED this 29th day of October, 1998.



                                    /s/ANNA R. RAINES
                                    Anna R. Raines



      I, the undersigned incorporator of Saratoga Holdings I, Inc., a
corporation to be filed with the Texas Secretary of State, do hereby disclaim
any and all interests in said corporation.



                                    /s/ANNA R. RAINES
                                    Anna R. Raines



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