EXHIBIT 3.7

          Certificate of Amendment of the Certificate of Incorporation
                             filed December 7, 2000

            Certificate of Amendment of Certificate of Incorporation

                                       of

                          Hometown Auto Retailers, Inc.

      Hometown Auto Retailers, 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:

      1. The name of the Corporation is Hometown Auto Retailers, Inc.

      2. The Certificate of Incorporation of the Corporation is hereby amended
to: (a) decrease and change the authorized capitalization from 329,760,000
shares consisting of 24,000,000 shares of Class A Common Stock, par value $.001
per share; 3,760,000 shares of Class B Common Stock, par value $.001 per share;
and 2,000,000 shares of Preferred Stock, par value $.001 per share; into
17,760,000 shares consisting of 12,000,000 shares of Class A Common Stock, par
value $.001 per share; 3,760,000 shares of Class B Common Stock, par value $.001
per share; and 2,000,000 shares of Preferred Stock, par value $.001 per share
(the "Amendment").

      3. In order to effect the changes described in Paragraph 2 hereof, the
Certificate of Incorporation of the Corporation is hereby amended by striking
out Article FOURTH and by substituting the following new Article FOURTH:

            (a) General. The total number of shares of stock which the
            Corporation shall have authority to issue is Seventeen Million Seven
            Hundred Sixty Thousand (17,760,000), of which: (i) Twelve Million
            (12,000,000) shall be shares of Class A Common Stock, having a par
            value of $.001 per share, (ii) Three Million Seven Hundred Sixty
            Thousand (3,760,000) shall be shares of Class B Common Stock, having
            a par value of $.001 per share, and (iii) Two Million (2,000,000)
            shall be shares of Preferred Stock, par value $.001 per share.

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                        No holder of any of the shares of stock of the
            Corporation, whether now or hereafter authorized and issued, shall
            be entitled as of right to purchase or subscribe for (1) any
            unissued stock of any class, or (2) any additional shares of any
            class to be issued by reason of any increase of the authorized
            capital stock of the Corporation of any class, or (3) bonds,
            certificates of indebtedness, debentures or other securities
            convertible into stock of the corporation, or carrying any right to
            purchase stock of any class, but any such unissued stock or such
            additional authorized issue of any stock or of other securities
            convertible into stock, or carrying any right to purchase stock, may
            be issued and disposed of pursuant to resolution of the Board of
            Directors to such persons, firms, corporations or associations and
            upon such terms as may be deemed advisable by the Board of Directors
            in the exercise of its discretion.

            (b) Class A Common Stock and Class B Common Stock.

                        (i) The Class A Common Stock and the Class B Common
                  Stock shall be of equal rank and shall entitle the holders
                  thereof to the same rights and privileges, except as
                  hereinafter expressly provided with respect to voting rights.

                        (ii) Both Class A Common Stock and Class B Common Stock
                  shall vote together as one class on all matters to be voted on
                  by stockholders of the Corporation, including the election of
                  directors, except as otherwise expressly provided by law. The
                  holders of Class B Common Stock shall be entitled to ten (10)
                  votes per share and the holders of Class A Common Stock shall
                  be entitled to one vote per share.

                        (iii) The holders of the Class A Common Stock and the
                  Class B Common Stock shall be entitled to dividends when, as
                  and if declared by the Board of Directors in equal amounts per
                  share and without preference or priority of either class of
                  stock over the other.

                        (iv) In the event of any liquidation, dissolution or
                  winding up of the affairs of the Corporation, whether
                  voluntary or involuntary, all assets and funds of the
                  Corporation available for distribution shall be distributed
                  and paid over to the holders of the Class A Common Stock and
                  Class B Common Stock in equal amounts per share and without
                  preference or priority of either class of stock over the
                  other.

                        (v) Each share of Class B Common Stock shall be
                  convertible at any time at the option of the holder thereof
                  into one share of Class A Common Stock. In addition, upon any
                  sale of Class B Common Stock in either a private transaction
                  or in the public market, each share of Class B Common Stock so
                  sold shall be automatically converted into one share of Class
                  A Common Stock, it being understood that such automatic
                  conversion shall not occur as a result of transfers because of
                  inter vivos gift, or bequests or other gifts under a last will
                  and testament, deed or other document of trust or as a result
                  of intestate succession.


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            (c) Preferred Stock. The Preferred Stock may be issued, from time to
            time, in one or more series with such designations, preferences and
            relative participating optional or other special rights and
            qualifications, limitations or restrictions thereof, as shall be
            stated in the resolutions adopted by the Board of Directors
            providing for the issuance of such Preferred Stock or series
            thereof; and the Board of Directors is hereby expressly vested with
            authority to fix such designations, preferences and relative
            participating optional or other special rights or qualifications,
            limitations or restrictions for each series, including, but not by
            way of limitation, the power to affix the redemption and liquidation
            preferences, the rate of dividends payable and the time for and the
            priority of payment thereof and to determine whether such dividends
            shall be cumulative or not and to provide for and affix the terms of
            conversion of such Preferred Stock or any series thereof into Common
            Stock of the Corporation and fix the voting power, if any, of
            Preferred Stock or any series thereof.

      4. The Amendment of the Certificate of Incorporation herein certified have
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware by the Board of Directors of
the Corporation adopting resolutions to amend the Corporation's Certificate of
Incorporation, declaring its advisability to its stockholders, and directing
that the Amendment be considered at the year 2000 annual meeting of the
Corporation's stockholders followed by a vote in favor of the Amendment by the
stockholders at the Corporation's year 2000 annual meeting.

Executed on this ___ day of November,May 2000.

                                             HOMETOWN AUTO RETAILERS, INC.


                                             By:________________________________
                                                  Corey E. Shaker
                                                  President and
                                                  Chief Executive Officer


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