<PAGE>


EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       TO
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                SEMELE GROUP INC.


    The Amended and Restated Certificate of Incorporation of Semele Group Inc., 
a Delaware corporation, is hereby amended by deleting Article 4 thereof in its
entirety and inserting in place thereof the following new Article 4:

    4. (a)    At 6:00 p.m. (Eastern Time) on the effective date of the
              amendment inserting this new Article 4 (the "Effective Date"),
              each share of Common Stock held of record as of 6:00 p.m. (Eastern
              Time) on the Effective Date shall be automatically reclassified
              and converted, without further action on the part of the holder
              thereof, into one-three hundredth (1/300) of one share of Common
              Stock. No fractional share of Common Stock shall be issued to any
              Fractional Holder (as defined below) upon such reclassification
              and conversion. Except as set forth in the immediately following
              sentence, from and after 6:00 p.m. on the Effective Date, each
              Fractional Holder shall have no further interest as a stockholder
              in respect of any such fractional share and, in lieu of receiving
              such fractional share, shall be entitled to receive, upon
              surrender of the certificate or certificates representing such
              fractional share, the cash value of such fractional share based on
              the average daily closing price per share of the Common Stock on
              the Nasdaq National Market for the ten trading days immediately
              preceding the Effective Date, without interest. Appraisal rights
              under Section 262 of the GCL shall be available for each such
              fractional share of a Fractional Holder who has complied with the
              provisions of said Section 262. As used herein, the term
              "Fractional Holder" shall mean a holder of record of less than 300
              shares of Common Stock as of 6:00 p.m. (Eastern Time) on the
              Effective Date, who would be entitled to less than one whole share
              of Common Stock in respect of such shares as a result of the
              reclassification and conversion provided for herein.

       (b)    At 7:00 p.m. (Eastern Time) on the Effective Date, each share of
              Common Stock and any fraction thereof (excluding any interest in
              the Company held by a Fractional Holder converted into cash
              pursuant to the immediately preceding paragraph) held by a holder
              of record of one or more shares of Common Stock as of 7:00 p.m.
              (Eastern Time) on the Effective Date shall be automatically
              reclassified and converted, without further action on the part of
              the holder thereof, into multiple shares of Common Stock on the
              basis of 30 shares of Common Stock for each share of Common Stock
              then held. No fractional share of Common Stock will be issued to
              any such holder upon such reclassification and conversion.
              Instead, each such holder who would otherwise be entitled to
              receive a fractional share shall have the right to receive one
              share for a fractional share of 0.5 or greater; no fractional
              shares shall be issued for fractional shares of less than 0.5.
              Appraisal rights under Section 262 of the GCL shall not be
              available for any such holder.


                                       19
<PAGE>


       (c)    From and after 7:00 p.m. (Eastern Time) on the Effective Date, the
              Corporation is authorized to issue 5,000,000 shares of Common
              Stock, each share having a par value of $.01.


    I, the undersigned, being the President of Semele Group Inc., do hereby
declare and certify that this Amendment was duly adopted and accordingly have
hereunto set my hand this 30th day of June, 1998.


                                SEMELE GROUP INC.


                                By:/s/James A. Coyne
                                   -------------------------
                                   James A. Coyne, President



                                       20

<PAGE>



                                   SIGNATURES

    PURSUANT to the requirements of the Exchange Act, the Issuer has duly caused
this Report to be signed on its behalf by the undersigned thereunto duly
authorized.



SEMELE GROUP INC.


By: /s/ Gary D. Engle                                 Date:  August 14, 1998
    Gary D. Engle, Chairman, Chief Executive
    Officer and Director


By: /s/ Gary M. Romano                                Date:  August 14, 1998
    Gary M. Romano, Vice President and
    Chief Financial Officer



                                       21

<PAGE>


                                   SIGNATURES

    PURSUANT to the requirements of the Exchange Act, the Issuer has duly caused
this Report to be signed on its behalf by the undersigned thereunto duly
authorized.



SEMELE GROUP INC.


By: -----------------------------------------         Date:  August 14, 1998
    Gary D. Engle, Chairman, Chief Executive
    Officer and Director


By: -----------------------------------------         Date:  August 14, 1998
    Gary M. Romano, Vice President and
    Chief Financial Officer




                                       22