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                                                                     EXHIBIT 3.8


                     CERTIFICATE OF OWNERSHIP AND MERGER
                                   MERGING
                                  ELIR CORP.
                                     INTO
                          SEARCH CAPITAL GROUP, INC.
                       (Pursuant to Section 253 of the
              General Corporation Law of the State of Delaware)



        Search Capital Group, Inc., a Delaware corporation (the "Corporation"),
does hereby certify that

        FIRST:  The Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware (the "GCL");

        SECOND: The Corporation owns all of the outstanding shares of capital
stock of ELIR Corp., a Delaware corporation.

        THIRD:  The Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 22nd day of April, 1997 (the "Resolutions"),
determined to merge ELIR Corp. into itself on the conditions set forth in the
Resolutions:

                RESOLVED, that the Corporation merge (the "Merger") into
        itself its wholly-owned subsidiary, ELIR Corp. ("ELIR"), and assume
        all of ELIR's liabilities and obligations; and further

                RESOLVED, that the Chairman, President and Chief Executive
        Officer of the Corporation is hereby directed to make, execute and
        acknowledge a Certificate of Ownership and Merger (the "Certificate")
        setting forth, among other things, a copy of the resolution providing
        for the Corporation to merge ELIR into the Corporation and to assume
        ELIR's liabilities and obligations and the date of adoption thereof and
        to file the Certificate in the office of the Secretary of State of
        Delaware (the "Secretary"); and further

                RESOLVED, that the Merger shall become effective upon the
        filing of the Certificate with the Secretary in accordance with
        Sections 103 and 253 of the General Corporation Law of the State of
        Delaware (the "Effective Time"); and further

                RESOLVED, that Article FIRST of the Restated Certificate of
        Incorporation of the Corporation, as amended, be amended as of the
        Effective Time to read in its entirety as follows:

                "FIRST: The name of the Corporation is Search Financial
        Services Inc."

        ; and further
        
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                RESOLVED, that the officers of the Corporation are hereby
        authorized, for and on behalf of the Corporation, to execute, deliver,
        file, acknowledge and record any and all documents and instruments, and
        to take or cause to be taken and do or cause to be done any and all
        such other things, as they, or any of them, may deem necessary or
        desirable to effectuate and carry out the foregoing resolutions.

        FOURTH:  Pursuant to the Resolutions, and in accordance with Section
253(b) of the GCL, Article FIRST of the Restated Certificate of Incorporation
of the Corporation, as amended, shall, upon the filing of this Certificate of
Ownership and Merger with the Secretary of State of the State of Delaware, be
amended to read in its entirety as follows:

        "FIRST:  The name of the Corporation is Search Financial Services Inc."

        IN WITNESS WHEREOF, Search Capital Group, Inc. has caused this
Certificate of Ownership and Merger to be signed by its authorized officer this
13th day of May, 1997.

                                        SEARCH CAPITAL GROUP, INC.



                                        By:   /s/ GEORGE C. EVANS
                                           ------------------------------------
                                           George C. Evans
                                           Chairman and Chief Executive Officer