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                                                                     EXHIBIT 3.1

                    CERTIFICATE OF AMENDMENT AND RESTATEMENT

                                       OF                               [SEAL]

                            ARTICLES OF INCORPORATION

                                       OF

                       WESTCORP FINANCIAL SERVICES, INC.,
                            a California corporation

Howard C. Reese and Harriet Burns Feller certify that:

      1. They are the President and the Secretary, respectively, of Westcorp
Financial Services, Inc., a California corporation.

      2. The Articles of Incorporation of this corporation are amended and
restated in their entirety to read as follows:

                                   ARTICLE. I

                        The name of this corporation is:

                                WFS Financial Inc

                                   ARTICLE II

      The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.
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                                   ARTICLE III

            (a) This corporation is authorized to issue two classes of stock to
be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which this corporation shall have authority to issue is sixty
million (60,000,000), consisting of fifty million (50,000,000) shares of Common
Stock, no par value, and ten million (10,000,000) shares of Preferred Stock, no
par value.

            (b) The Preferred Stock may be issued in one or more series, each
series to be appropriately designated by a distinguishing letter or title, prior
to the issue of any shares thereof.

            (c) The Board of Directors is hereby authorized to fix or alter the
dividend rights, dividend rates, conversion rights, voting rights, redemption
rights and terms (including sinking fund provisions, if any), redemption price
or prices, liquidation preferences, any other designations, preferences and
relative, participating, optional or other special rights and any
qualifications, limitations or restrictions thereof, of any wholly unissued
series of Preferred Stock and the number of shares constituting any such
unissued series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

                                   ARTICLE IV

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter and
rescind the Bylaws of this corporation.

                                    ARTICLE V

      The number of directors shall be fixed from time to time by a Bylaw or
amendment thereof duly adopted by the Board of Directors or by the shareholders
acting in accordance with the California Corporations Code.

                                   ARTICLE VI

      This corporation is authorized to indemnify the directors and officers of
the corporation to the fullest extent permissible under California law.

                                   ARTICLE VII

         The liability of the directors of this corporation for monetary damages
 shall be eliminated to the fullest extent permissible under California law.
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                                  ARTICLE VIII

      If this corporation shall become a listed corporation within the meaning
of Section 301.5 of the California Corporations Code, or any successor statute,
cumulative voting shall, upon the effective date of such listing, be eliminated
without further amendment to the Articles of Incorporation.

                                   ARTICLE IX

      If this corporation shall become a listed corporation within the meaning
of Section 301.5 of the California Corporations Code, or any successor statute,
the Board of Directors shall, upon the effective date of such listing, be
divided into two classes if the number of directors then fixed is between six
(6) and eight (8) and into three classes if the number of directors then fixed
is nine (9) or greater: Class I, Class II and, if applicable, Class III. The
number of directors in each class shall be the whole number contained in the
quotient arrived at by dividing the authorized number of directors by the
applicable number of classes. If a fraction is also contained in such quotient
and if such fraction is one-half or one-third (1/3), the extra director shall be
a member of Class II. If the fraction is two-thirds (2/3), one of the extra
directors shall be a member of Class II and the other shall be a member of Class
III. Each director shall serve for a term ending on the date of the second
annual meeting if there are two classes and on the third annual meeting if there
are three classes following the annual meeting at which such director was
elected.

      At the first annual meeting of shareholders held after the corporation
qualifies as a listed corporation within the meaning of Section 301.5 of the
California Corporations Code, (i) if there are two classes of directors, the
Class I directors shall be elected for a term of two years and the Class II
directors shall be elected for a term of one year, or (ii) if there are three
classes of directors, the Class I directors shall be elected for a term of three
years, the Class II directors shall be elected for a term of two years, and the
Class III directors shall be elected for a term of one year.

      In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director in the class of which he or she is a member until the expiration of
his or her current term, or his or her prior death, retirement, resignation or
removal, and (ii) the newly created or eliminated directorships resulting from
such increase or decrease shall be apportioned by the Board of Directors to such
class or classes as shall, so far as possible, bring the number of directors in
the respective classes into conformity with the formula in this Article IX, as
applied to the new authorized number of directors.
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      Notwithstanding any of the foregoing provisions of this ArticleIX, each
director shall serve until his or her successor is elected and has qualified or
until his or her death, retirement, resignation or removal.

      Should a vacancy occur or be created, the remaining directors (even though
less than a quorum) may fill the vacancy for the full term of the class in which
the vacancy occurs or is created.

                                    ARTICLE X

      Each reference in the Articles of Incorporation to any provision of the
California Corporations Code refers to the specified provision for the General
Corporation Law of the State of California, as the same now exists or as it may
hereafter be amended or superseded.

      3. The foregoing amendment and restatement of the Articles of
Incorporation of this corporation has been duly approved by the Board of
Directors.

      4. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the required vote of the sole
shareholder of this Corporation in accordance with Section 902 of the California
Corporations Code. The total number of outstanding shares of this Corporation is
fifty (50) shares of common stock, no par value. The number of shares voting in
favor of this amendment and restatement equals the total amount of the
outstanding shares of this Corporation., which equalled or exceeded the vote
required which is a majority of the outstanding shares.

We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Dated: April 24, 1995

                                                /s/ Howard C. Reese
                                                --------------------------------
                                                Howard C. Reese, President

                                                /s/ Harriet Burns Feller
                                                --------------------------------
                                                Harriet Burns Feller, Secretary