<PAGE>   1
                                                                     Exhibit 3.1


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                       FUND RESEARCH AND MANAGEMENT, INC.

                  Pursuant to Sections 242 and 245 of the General Corporation
         Law of the State of Delaware.

                  The Corporation was organized as Fund Research and Sales, Inc.
         on October 3, 1956. By amendment filed on January 14, 1957, its name
         was changed to Fund Research and Management, Inc. This Restated
         Certificate of Incorporation has been duly adopted by the stockholders
         of the Corporation in accordance with the provisions of Section 245 of
         the General Corporation Law of the State of Delaware.

                  FIRST. The name of the Corporation is The Pioneer Group,
         Inc.

                  SECOND. The address of its registered office in the State of
         Delaware is No. 100 West Tenth Street, in the City of Wilmington,
         County of New Castle. The name of its registered agent at such address
         is The Corporation Trust Company.

                  THIRD. The nature of the business or purposes to be conducted
         or promoted is as follows:

                           To engage in any lawful act or activity for which
                  corporations may be organized under the General Corporation
                  Law of Delaware.

                  FOURTH. The total number of shares of stock which the
         Corporation shall have authority to issue is 3,000,000. Each of such
         shares shall have a par value of $.10. All such shares are of one class
         and are shares of common stock. The 2,000 shares of Class A Common
         Stock outstanding prior to the filing of this Restated Certificate of
         Incorporation are hereby converted into 2,079,277 shares of Common
         Stock, $.10 par value, of the Corporation.

                  FIFTH. In furtherance of and not in limitation of powers
         conferred by statute, it is further provided:

                           1. Election of directors need not be by written 
                  ballot.

                           2. The Board of Directors is expressly authorized to
                  adopt, amend or repeal the By-laws of the Corporation.

                  SIXTH. Whenever a compromise or arrangement is proposed
         between this Corporation and its creditors or any class of them




<PAGE>   2



         and/or between this Corporation and its stockholders or any class of
         them, any court of equitable jurisdiction within the State of Delaware
         may, on the application in a summary way of this Corporation or of any
         creditor or stockholder thereof, or on the application of any receiver
         or receivers appointed for this Corporation under the provisions of
         Section 291 of Title 8 of the Delaware Code or on the application of
         trustees in dissolution or of any receiver or receivers appointed for
         this Corporation under the provisions of Section 279 of Title 8 of the
         Delaware Code order a meeting of the creditors or class of creditors,
         and/or of the stockholders or class of stockholders of this
         Corporation, as the case may be, to be summoned in such manner as the
         said court directs. If a majority in number representing three-fourths
         in value of the creditors or class of creditors, and/or of the
         stockholders or class of stockholders of this Corporation, as the case
         may be, agree to any compromise or arrangement and to any
         reorganization of this corporation as consequence of such compromise or
         arrangement, the said compromise or arrangement and the said
         reorganization shall, if sanctioned by the court to which the said
         application has been made, be binding on all the creditors or class of
         creditors, and/or on all the stockholders or class of stockholders, of
         this Corporation, as the case may be, and also on this Corporation.

                  SEVENTH: The Corporation shall, to the fullest extent
         permitted by Section 145 of the General Corporation Law of Delaware, as
         that Section may be amended and supplemented from time to time,
         indemnify any director or officer which it shall have power to
         indemnify under that Section against any expenses, liabilities or other
         matters referred to in or covered by that Section. The indemnification
         provided for in this Article (i) shall not be deemed exclusive of any
         other rights to which those indemnified may be entitled under any
         by-law, agreement or vote of stockholders or disinterested directors or
         otherwise, both as to action in their official capacities and as to
         action in another capacity while holding such office, (ii) shall
         continue as to a person who has ceased to be a director or officer and
         (iii) shall inure to the benefit of the heirs, executors and
         administrators of such a person. To assure indemnification under this
         Article of all such persons who are determined by the Corporation or
         otherwise to be or to have been "fiduciaries" of any employee benefit
         plan of the Corporation which may exist from time to time and which is
         governed by the Act of Congress entitled "Employee Retirement Income
         Security Act of 1974," as amended from time to time, such Section 145
         shall, for the purposes of this Article, be interpreted as follows: an
         "other enterprise" shall be deemed to include such an employee benefit
         plan; the Corporation shall be deemed to have requested a person to
         serve an employee benefit

                                      - 2 -




<PAGE>   3



         plan where the performance by such person of his duties to the
         Corporation also imposes duties on, or otherwise involves services by,
         such person to the plan or participants or beneficiaries of the plan;
         excise taxes assessed on a person with respect to an employee benefit
         plan pursuant to such Act of Congress shall be deemed "fines"; and
         action taken or omitted by a person with respect to an employee benefit
         plan in the performance of such person's duties for a purpose
         reasonably believed by such person to be in the interest of the
         participants and beneficiaries of the plan shall be deemed to be for a
         purpose which is not opposed to the best interests of the Corporation.

                  EIGHTH: Any director or the entire Board of Directors of the
         Corporation may be removed, with or without cause, by the holders of
         not less than two-thirds of the shares then entitled to vote at
         elections of directors of the Corporation.

                  NINTH: The Corporation reserves the right to amend, alter,
         change or repeal any provision contained in this Certificate of
         Incorporation, in the manner now or hereafter prescribed by statute,
         and all rights conferred upon stockholders herein are granted subject
         to this reservation.



                  EXECUTED at Boston, Massachusetts, on December 15, 1978.


ATTEST:
         /s/ Joseph P. Barri                 /s/ John F. Cogan, Jr.
         -----------------------------       -----------------------------------
         Joseph P. Barri                     John F. Cogan, Jr.
         Secretary                           President



                                      - 3 -






<PAGE>   4



                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             THE PIONEER GROUP, INC.

         THE PIONEER GROUP, INC. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

         FIRST: At a meeting of the Board of Directors of the Corporation a
resolution was duly adopted, pursuant to Section 242 of the General Corporation
Law of the State of Delaware, setting forth an amendment to the Restated
Certificate of Incorporation of the Corporation and declaring said amendment to
be advisable. The stockholders of the Corporation have duly approved said
amendment by the required vote of such stockholders, adopted by the consent of
the holders of a majority of the outstanding shares of the Corporation's Common
Stock in accordance with Section 242 of the General Corporation Law of the State
of Delaware. The resolution setting forth the amendment is as follows:

RESOLVED:    That Article FOURTH of the Restated Certificate of Incorporation of
             the Corporation be and hereby is amended to read in its entirety as
             follows:

         "FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 10,000,000. Each of such shares shall have a
par value of $.10. All such shares are of one class and are shares of common
stock."




<PAGE>   5



         IN WITNESS WHEREOF, THE PIONEER GROUP, INC. has caused its corporate
seal to be affixed hereto and this Certificate of Amendment of the Restated
Certificate of Incorporation of the Corporation to be signed by its President
and attested by its Secretary this 3rd day of May, 1984.

                                             THE PIONEER GROUP, INC.


                                             By: /s/ 
                                                 -------------------------------
                                                 Vice Presindent


Attest: /s/ Joseph P. Barri
        ------------------------------
        Secretary

    





<PAGE>   6



                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             THE PIONEER GROUP, INC.

                             Pursuant to Section 242
                          of the Corporation Law of the
                                State of Delaware
                          -----------------------------

         THE PIONEER GROUP, INC. (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:

         FIRST: At a meeting of the Board of Directors of the Corporation held
on February 1, 1986, a resolution was duly adopted, pursuant to Section 242 of
the General Corporation Law of the State of Delaware, setting forth an amendment
to the Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and submitting said amendment to the stockholders of
the Corporation for consideration thereof. A majority of the stockholders of the
Corporation approved said proposed amendment, at a meeting held on May 6, 1986,
in accordance with Section 242 of the General Corporation Law of the State of
Delaware. The resolution setting forth the amendment is as follows:

RESOLVED:   That Article FOURTH of the Corporation's Restated Certificate of 
            Incorporation be and it hereby is deleted in its entirety and the 
            following paragraph is inserted in lieu thereof:

                  "FOURTH: The total number of shares of stock which the
                  Corporation shall have authority to issue is 15,000,000. Each
                  of such shares shall have a par value of $.10. All such shares
                  are of one class and are shares of common stock."






<PAGE>   7


         SECOND: The capital of the Corporation will not be reduced under or by
reason of the amendment herein certified.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereto affixed and this Certificate of Amendment of the Restated Certificate of
Incorporation to be signed by its President and attested by its Secretary this
6th day of May, 1986.

                                             THE PIONEER GROUP, INC.


                                             By: /s/ John F. Cogan, Jr.
                                                 -------------------------------
                                                 John F. Cogan, Jr.
                                                 President



Corporate Seal


Attest: /s/ Joseph P. Barri
        ------------------------------
        Joseph P. Barri
        Secretary

                                       -2-


<PAGE>   8



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION
                                                           [SIGNATURE]
                                       OF                  SECRETARY OF STATE

                             THE PIONEER GROUP, INC.

                         Pursuant to Section 242 of the
                    Corporation Law of the State of Delaware
                    ----------------------------------------

         THE PIONEER GROUP, INC. (the "Corporation"), organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:

         That at a meeting of the Board of Directors of the Corporation held on
February 8, 1987, resolutions were duly adopted, pursuant to Section 242 of the
General Corporation Law of the State of Delaware, setting forth proposed
amendments to the Certificate of Incorporation of the Corporation and declaring
said amendments to be advisable. Thereafter, the stockholders of the Corporation
duly approved said proposed amendments at a meeting on May 12, 1987 in
accordance with Sections 211 and 242 of the General Corporation Law of the State
of Delaware.

         The effect of the amendments is to delete Article SEVENTH of the
Certificate of Incorporation of the Corporation and to substitute the following
language such that Article SEVENTH shall read in its entirety as follows:

         "SEVENTH (Part I): Except to the extent that the General Corporation
         Law of the State of Delaware prohibits the elimination or limitation of
         liability of directors for breaches of fiduciary duty, no director of
         the Corporation shall be liable for any breach of fiduciary duty. No
         amendment to or repeal of this provision shall apply to or have any
         effect on the liability or alleged liability of any



<PAGE>   9



         director of the Corporation for or with respect to any acts or
         omissions of such director occurring prior to such amendment.

         (Part II): The following provisions relate to indemnification by the
         corporation:

                  1. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT
         OF THE CORPORATION. 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 (other than an action by or
         in the right of the Corporation) by reason of the fact that he is or
         was or has agreed to become a director or officer of the Corporation,
         or is or was serving or has agreed to serve at the request of the
         Corporation as a director, officer, employee or trustee of another
         corporation, partnership, joint venture, trust or other enterprise (all
         such persons being referred to hereafter as an "Indemnitee"), or by
         reason of any action alleged to have been taken or omitted in such
         capacity, against costs, charges, expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him or on his behalf in connection with such action, suit
         or proceeding and any appeal therefrom, if he acted in good faith and
         in a manner he reasonably believed to be, or not opposed to, the best
         interests of the Corporation, and, with respect to any criminal action
         or proceeding, had no reasonable cause to believe his conduct was
         unlawful. 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 did not act in good faith and in a manner
         which he reasonably believed to be in, or not opposed to, the best
         interests of the Corporation and, with respect to any criminal action
         or proceeding, had reasonable cause to believe that his conduct was
         unlawful. Notwithstanding anything to the contrary in this Article,
         except as set forth in Section 5, the Corporation shall not indemnify
         an Indemnitee seeking indemnification in connection with a proceeding
         (or part thereof) initiated by the Indemnitee unless the initiation
         thereof was approved by the Board of Directors of the Corporation.

                  2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. 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 or suit by or in the right of the Corporation to procure a
         judgment in its favor by reason of the fact that he is or was or has
         agreed to become a director or officer of the Corporation or by reason
         of any action alleged to have been taken or omitted in such capacity,
         against costs, charges and expenses (including

                                       -2-




<PAGE>   10



         attorneys' fees) actually and reasonably incurred by him or on his
         behalf in connection with the defense or settlement of such action or
         suit and any appeal therefrom, if he acted in good faith and in a
         manner he reasonably believed to be in, or not opposed to, the best
         interests of the Corporation, except that no indemnification shall be
         made in respect of any claim, issue or matter as to which such person
         shall have been adjudged to be liable to the Corporation unless and
         only to the extent that the Court of Chancery of Delaware or the court
         in which such action or suit was brought shall determine upon
         application that, despite the adjudication of such liability but in
         view of all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such costs, charges and expenses
         which the Court of Chancery or such other court shall deem proper.

                  3. INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF
         SUCCESSFUL PARTY. Notwithstanding the other provisions of this Article,
         to the extent that an Indemnitee has been successful, on the merits or
         otherwise, including, without limitation, the dismissal of an action
         without prejudice or the settlement of an action without admission of
         liability, in defense of any action, suit or proceeding referred to in
         Sections 1 and 2 of this Article, or in defense of any claim, issue or
         matter therein, or on appeal from any such action, suit or proceeding,
         he shall be indemnified against all costs, charges and expense
         (including attorneys' fees) actually and reasonably incurred by him or
         on his behalf in connection therewith.

                  4. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent
         to his right to be indemnified, the Indemnitee must give to the
         Corporation notice in writing as soon as practicable of any action,
         suit, proceeding or investigation involving him for which indemnity
         will or could be sought. With respect to an action, suit, proceeding or
         investigation of which the Corporation is so notified, the Corporation
         will be entitled to participate therein at its own expense and/or to
         assume the defense thereof at its own expense, with legal counsel
         reasonably acceptable to such Indemnitee. After notice from the
         Corporation to the Indemnitee of its election so to assume such
         defense, the Corporation shall not be liable to the Indemnitee for any
         legal or other expenses subsequently incurred by the Indemnitee in
         connection with such claim, other than as provided below in this
         Section. The Indemnitee shall have the right to employ his own counsel
         in connection with such claim, but the fees and expenses of such
         counsel incurred after notice from the Corporation of its assumption of
         the defense thereof shall be at the expense of the Indemnitee unless
         (i) the employment of counsel by the Indemnitee has been authorized by
         the Corporation, (ii) counsel to the Indemnitee shall have reasonably
         concluded that there may be a conflict of interest or position on any
         significant issue between the Corporation and


                                      -3-

<PAGE>   11



         the Indemnitee in the conduct of the defense of such action or (iii)
         the Corporation shall not in fact have employed counsel to assume the
         defense of such action, in each of which cases the fees and expenses of
         counsel for the Indemnitee shall be at the expense of the Corporation,
         except as otherwise expressly provided by this Article. The Corporation
         shall not be entitled to assume the defense of any claim brought by or
         on behalf of the Corporation or as to which counsel for the Indemnitee
         shall have reasonably made the conclusion provided for in (ii) above.

                  5. Advances of Costs, Charges and Expenses. In the event that
         the Company does not assume the defense pursuant to Section 4 of this
         Article of any action, suit, proceeding or investigation about which
         the Corporation receives notice under this Article, any costs, charges
         and expenses (including attorneys' fees) incurred by an Indemnitee in
         defending a civil or criminal action, suit, proceeding or investigation
         or any appeal therefrom shall be paid by the Corporation in advance of
         the final disposition of such matter, PROVIDED, HOWEVER, that the
         payment of such costs, charges and expenses incurred by an Indemnitee
         in advance of the final disposition of such matter shall be made only
         upon receipt of an undertaking by or on behalf of the Indemnitee to
         repay all amounts so advanced in the event that it shall ultimately be
         determined that such Indemnitee is not entitled to be indemnified by
         the Corporation as authorized in this Article.

                  6. PROCEDURE FOR INDEMNIFICATION. Any indemnification or
         advancement of expenses pursuant to Section 1, 2, 3 or 5 of this
         Article shall be made promptly, and in any event within 60 days after
         receipt by the Corporation of the written request of the Indemnitee,
         unless with respect to requests under Section 1 or 2, a determination
         is made within such 60-day period by the Board of Directors of the
         Corporation by a majority vote of a quorum of disinterested directors
         that such Indemnitee did not meet the applicable standard of conduct
         set forth in Section 1 or Section 2, as the case may be. In the event
         no quorum of disinterested directors is obtainable, the Board of
         Directors shall promptly direct that independent legal counsel shall
         determine, based on facts known to such counsel at such time, whether
         such Indemnitee met the applicable standard of conduct set forth in
         such Sections; and, in such event, indemnification shall be made to the
         Indemnitee unless within 60 days after receipt by the Corporation of
         the request by such Indemnitee for indemnification, such independent
         legal counsel in a written opinion determines that the Indemnitee has
         not met the applicable standard of conduct. The right to
         indemnification or advances as granted by this Article shall be
         enforceable by the Indemnitee in any court of competent jurisdiction if
         the Corporation denies such request, in whole or in part, or if no
         disposition thereof is made within the


                                      -4-

<PAGE>   12



         60-day period referred to above. Such Indemnitee's costs and expenses
         incurred in connection with successfully establishing his right to
         indemnification, in whole or in part, in any such proceeding shall also
         be indemnified by the Corporation.

                  7. SUBSEQUENT AMENDMENT. No amendment, termination or repeal
         of this Article or of relevant provisions of the Delaware General
         Corporation Law or any other applicable laws shall affect or diminish
         in any way the rights of any Indemnitee to indemnification under the
         provisions hereof with respect to any action, suit, proceeding or
         investigation arising out of, or relating to any actions, transactions
         or facts occurring prior to the final adoption of such amendment,
         termination or repeal.

                  8. OTHER RIGHTS. The indemnification provided by this Article
         shall not be deemed exclusive of any other rights to which an
         Indemnitee seeking indemnification may be entitled under any law
         (common or statutory), agreement, vote of stockholders or disinterested
         directors or otherwise, both as to action in his official capacity and
         as to action in any other capacity while holding office for the
         Corporation, and shall continue as to a person who has ceased to be a
         director or officer, and shall inure to the benefit of the estate,
         heirs, executors and administrators of such person. Nothing contained
         in this Article shall be deemed to prohibit, and the Corporation is
         specifically authorized to enter into, agreements with officers and
         directors providing indemnification rights and procedures different
         from those set forth herein. In addition, the Corporation, acting
         through its Board of Directors, may grant indemnification rights to
         other employees or agents of the Corporation and such rights may be
         equivalent to or greater or less than those set forth in this Article.

                  9. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under
         any provision of this Article to indemnification by the Corporation for
         some or a portion of the costs, charges, expenses, judgments or fines
         actually and reasonably incurred by him in the investigation, defense,
         appeal or settlement of any proceeding but not, however, for the total
         amount thereof, the Corporation shall nevertheless indemnify the
         Indemnitee for the portion of such costs, charges, expenses, judgments
         or fines to which such Indemnitee is entitled.

                  10. INSURANCE. The Corporation may purchase and maintain
         insurance, at its expense, to protect itself and any director, officer,
         employee or agent of the Corporation or another corporation,
         partnership, joint venture, trust or other enterprise against any
         expense, liability or loss incurred by him in any such capacity, or
         arising out of his


                                      -5-

<PAGE>   13



         status as such, whether or not the Corporation would have the power to
         indemnify such person against such expense, liability or loss under the
         Delaware General Corporation Law.

                  11. MERGER, CONSOLIDATION, ETC. If the Corporation is merged
         into or consolidated with another corporation and the Corporation is
         not the surviving corporation, or if substantially all of the assets or
         stock of the Corporation is acquired by any other corporation, or in
         the event of any other similar reorganization involving the
         Corporation, the Board of Directors of the Corporation or the board of
         directors of any corporation assuming the obligations of the
         Corporation shall assume the obligations of the Corporation under this
         Article, with respect to any action, suit, proceeding or investigation
         arising out of or relating to any actions, transactions or facts
         occurring prior to the date of such merger, consolidation, acquisition
         or reorganization.

                  12. SAVINGS CLAUSE. If this Article or any portion hereof
         shall be invalidated on any ground by any court of competent
         jurisdiction, then the Corporation shall nevertheless indemnify each
         Indemnitee as to any costs, charges, expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement with respect to
         any action, suit, proceeding or investigation, whether civil, criminal
         or administrative, including an action by or in the right of the
         Corporation, to the full extent permitted by any applicable portion of
         this Article that shall not have been invalidated and to the full
         extent permitted by applicable law.

                  13. DEFINITIONS. Terms used herein and defined in Section
         145(h) and Section 145(i) of the Delaware General Corporation Law shall
         have the respective meanings assigned to such terms in such Section
         145(h) and Section 145(i).

                  14. SUBSEQUENT LEGISLATION. If the Delaware General
         Corporation Law is amended after adoption of this Article to further
         expand the indemnification permitted to Indemnitees, then the
         Corporation shall indemnify such persons to the fullest extent
         permitted by the Delaware General Corporation Law, as so amended."

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by John F. Cogan, Jr., its President, and


                                       -6-




<PAGE>   14



attested by Joseph P. Barri, its Secretary, this 2nd day of June, 1987.



                                             THE PIONEER GROUP, INC.


                                             By: /s/ John F. Cogan, Jr.
                                                 -------------------------------
                                                 President

ATTEST:


/s/Joseph P. Barri
-----------------------------
Secreatry




                                      -7-

<PAGE>   15





                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             THE PIONEER GROUP, INC.

                             Pursuant to Section 242
                          of the Corporation Law of the
                                State of Delaware
                          -----------------------------

         THE PIONEER GROUP, INC. (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:

         FIRST: At a meeting of the Board of Directors of the Corporation held
on February 3, 1994, a resolution was duly adopted, pursuant to Section 242 of
the General Corporation Law of the State of Delaware, setting forth an amendment
to the Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and submitting said amendment to the stockholders of
the Corporation for consideration thereof. A majority of the stockholders of the
Corporation approved said proposed amendment, at a meeting held on May 5, 1994,
in accordance with Section 242 of the General Corporation Law of the State of
Delaware. The resolution setting forth the amendment is as follows:




<PAGE>   16





RESOLVED: That Article FOURTH of the Corporation's Restated Certificate of 
          Incorporation be and it hereby is deleted in its entirety and the 
          following paragraph is inserted in lieu thereof:

                  "FOURTH: The total number of shares of stock which the
                  Corporation shall have authority to issue is 33,000,000. Each
                  of such shares shall have a par value of $.10. All such shares
                  are of one class and are shares of common stock."

         IN WITNESS WHEREOF, the Corpora:ion has caused its corporate seal to be
hereto affixed and this Certificate of Amendment of Restated Certificate of
Incorporation to be signed by its President and attested by its Secretary this
5th day of May, 1994. 


                                             THE PIONEER GROUP, INC.


                                             By: /s/ John F. Cogan, Jr.
                                                 -------------------------------
                                                 John F. Cogan, Jr.
                                                 President



Corporate Seal


Attest: /s/ Joseph P. Barri
        ------------------------------
        Joseph P. Barri
        Secretary

                                       -2-

<PAGE>   17





                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             THE PIONEER GROUP, INC.

                             Pursuant to Section 242
                          of the Corporation Law of the
                                State of Delaware
                          -----------------------------

         THE PIONEER GROUP, INC. (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:

         FIRST: At a meeting of the Board of Directors of the Corporation held
on January 26, 1995, a resolution was duly adopted, pursuant to Section 242 of
the General Corporation was Law of the State of Delaware, setting forth an
amendment to the Restated Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and submitting said amendment to the
stockholders of the Corporation for consideration thereof. A majority of the
stockholders of the Corporation approved said proposed amendment, at a meeting
held on May 4, 1995, in accordance with Section 242 of the General Corporation
Law of the State of Delaware. The resolution setting forth the amendment is as
follows:
        



<PAGE>   18








RESOLVED: That Article FOURTH of the Corporation's Restated Certificate of 
          Incorporation be and it hereby is deleted in its entirety and the 
          following paragraph is inserted in lieu thereof:

                  "FOURTH: The total number of shares of stock which the
                  Corporation shall have authority to issue is 60,000,000.
                  Each of such shares shall have a par value of $.10. All such
                  shares are of one class and are shares of common stock."

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be hereto affixed and this Certificate of Amendment of Restated Certificate of
Incorporation to be signed by its President and attested by its Secretary this
4th day of May, 1995.

                                             THE PIONEER GROUP, INC.


                                             By: /s/ John F. Cogan, Jr.
                                                 -------------------------------
                                                 John F. Cogan, Jr.
                                                 President



Corporate Seal


Attest: /s/ Joseph P. Barri
        ------------------------------
        Joseph P. Barri
        Secretary

                                       -2-