RESTATED ARTICLES OF INCORPORATION
                                       OF
                              HOMESEEKERS.COM, INC.


                                    ARTICLE I
                                      NAME
                                      ----

         The name of the Corporation shall be HomeSeekers.com, Incorporated.

                                   ARTICLE II
                                    PURPOSES
                                    --------

         The purpose for which the Corporation is formed is to engage in any
lawful business or activity under the laws of the State of Nevada.

                                   ARTICLE III
                                  CAPITAL STOCK
                                  -------------

         Section 1. Authorized Shares. The total number of shares of stock which
the Corporation shall have authority to issue is Fifty-Five Million Two Hundred
Thousand (55,200,000) shares, consisting of Fifty Million (50,000,000) shares of
common stock, par value One-Tenth of One Cent ($.001) per share (the "Common
Stock"), Five Million (5,000,000) shares of Class A preferred stock, par value
One-Tenth of One Cent ($.001) per share (the


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"Class A Preferred Stock"), and Two Hundred Thousand (200,000) shares of Class B
preferred stock, par value Ten Dollars ($10.00) per share (the "Class B
Preferred Stock"). The voting powers, designations, preferences, limitations,
restrictions, and relative, participating, optional and other rights, and the
qualifications, limitations, or restrictions thereof, of the Class A and Class B
Preferred Stock shall hereinafter be prescribed by resolution of the Board of
Directors pursuant to Section 4 of this Article III.

         Section 2.  Common Stock.

                  (a) Dividend Rate. The holders of Common Stock shall be
entitled to receive dividends when, as and if declared by the board of directors
out of assets legally available therefor.

                  (b) Voting Rights. The holders of the issued and outstanding
shares of Common Stock shall be entitled to one vote for each share of Common
Stock.

                  (c) Liquidation Rights. In the event of liquidation,
dissolution, or winding up of the affairs of the Corporation, whether voluntary
or involuntary, the Common Stock shareholders shall share equally and ratably in
the Corporation's assets available for distribution according to the laws of the
State of Nevada.

                  (d) No Cumulative Voting, Conversion, Redemption, or
Preemptive Rights.

The holders of Common Stock shall not have any cumulative voting, conversion,
redemption, or preemptive rights.

         Section 3.  Stockholders.

                  (a) Special Meetings of Stockholders. Special meetings of
stockholders of the Corporation may be called only in the manner provided in the
Bylaws.

                  (b) Action of Stockholders. Any action required or permitted
to be taken by the holders of the Common Stock of the Corporation may be
effected at a duly called annual or

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special meeting of such holders or by the written consent of a majority of the
shareholders entitled to vote.

         Section 4.  Preferred Stock.

                  (a) Consideration. The Board of Directors is hereby vested
with the authority from time to time to provide by resolution for the issuance
of shares of Preferred Stock in one or more classes or series not exceeding the
aggregate number of shares of Preferred Stock authorized by these Articles of
Incorporation, as amended from time to time, and to determine with respect to
each such class or series the voting powers, if any (which voting powers if
granted may be full or limited), designations, preferences, and relative,
participating, optional, or other special rights, and the qualifications,
limitations, or restrictions relating thereto, including without limiting the
generality of the foregoing, the voting rights relating to shares of Preferred
Stock or any class or series (which may vary over time and which may be
applicable generally only upon the happening and continuance of stated facts or
events or ascertained outside these Articles of Incorporation), the rate of
dividend to which holders of Preferred Stock of any class or series may be
entitled (which may be cumulative or noncumulative), the rights of holders of
Preferred Stock of any class or series in the event of liquidation, dissolution,
or winding up of the affairs of the Corporation, the rights, if any, of holders
of Preferred Stock of any class or series to convert or exchange such shares of
Preferred Stock of such class or series for shares of any other class or series
of capital stock or for any other securities, property, or assets of the
Corporation or any subsidiary (including the determination of the price or
prices or the rate or rates applicable to such rights to convert or exchange and
the adjustment thereof, the time or times during which the right to convert or
exchange shall be applicable, and the time or times during which a particular
price or rate shall be applicable).

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                  (b) Certificate. Before the Corporation shall issue any shares
of Preferred Stock of any class or series, a certificate setting forth a copy of
the resolution or resolutions of the Board of Directors, fixing the voting
powers, designations, preferences, the relative, participating, optional, or
other rights, if any, and the qualifications, limitations, and restrictions, if
any, relating to the shares of Preferred Stock of such class or series, and the
number of shares of Preferred Stock of such class or series authorized by the
Board of Directors to be issued shall be made and signed by, acknowledged and
filed in the manner prescribed by the Nevada Revised Statutes. The Board of
Directors is further authorized to increase or decrease (but not below the
number of such shares of such class or series then outstanding) the number of
shares of any class or series subsequent to the issuance of shares of that class
or series.

                                   ARTICLE IV
                             DIRECTORS AND OFFICERS
                             ----------------------

         Section 1. Number of Directors. The members of the governing board of
the Corporation are styled as directors. The authorized number of directors of
the Corporation shall be fixed from time to time (and increased or decreased) as
provided in the Bylaws of the Corporation.


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         Section 2. Classified Board. The Directors shall be classified, with
respect to the time for which they severally hold office, into two classes, as
nearly equal in number as possible, as shall be provided in the manner specified
in the Bylaws, one class to hold office initially for a term expiring at the
1995 annual meeting of stockholders, and another class to hold office initially
for a term expiring at the 1996 annual meeting of stockholders, with the members
of each class to hold office until their successors have been duly elected and
qualified. At each annual meting of stockholders, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the second year
following the year of their election and until their successors have been duly
elected and qualified.

         Section 3. Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the authorized number of directors
and any vacancies on the Board of Directors resulting from death, assignability,
settlement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, and directors so chosen
shall hold office for a term expiring at the next Annual Meeting of

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Stockholders at which the term of the class to which they have been elected
expires. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent directors.

         Section 4. Removal. Any director or directors may be removed from
office at any time by the affirmative vote of the holders of greater than fifty
percent (50%) of the voting power of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.

         Section 5. Limitation of Personal Liability. No director or officer of
the Corporation shall be personally liable to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a director or officer of the Corporation for:

                  (a)      Acts or omissions which involve intentional
                           misconduct, fraud or a knowing violation of law; or

                  (b)      The payment of distributions in violation of Nevada
                           Revised Statutes Section 78.300.

         Section 6. Payment of Expenses. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada as may be provided
for by the Corporation in its Bylaws or by agreement, the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such officer or director in
his or her capacity as an officer or director of the Corporation, must be paid,
by the Corporation or through insurance purchased and maintained by the
Corporation or through other financial arrangements made by the Corporation, as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of

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the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the Corporation.

         Section 7. Repeal and Conflicts. Any repeal or modification of Sections
5 or 6 above approved by the stockholders of the Corporation shall be
prospective only. In the event of any conflict between Sections 5 or 6 of this
Article and any other Article of the Corporation's Articles of Incorporation,
the terms and provisions of Sections 5 or 6 of this Article shall control.

                                    ARTICLE V
                             NON-ASSESSMENT OF STOCK
                             -----------------------

         The capital stock of this Corporation, after the amount of the
subscription price has been paid in money, property or services, as the
directors shall determine, shall not be subject to assessment to pay the debts
of the Corporation, nor for any other purpose, and no stock issued as fully paid
shall ever be assessable or assessed, and the Articles of Incorporation shall
not be amended in this particular.

                                   ARTICLE VI
                                    DURATION
                                    --------

         The corporation shall have perpetual existence.

                                   ARTICLE VII
                                   AMENDMENTS
                                   ----------

         These Articles of Incorporation may be amended only in compliance with
Chapter 78 of the Nevada Revised Statutes.


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