CORRECTED CERTIFICATE
                            FILED TO CORRECT AN ERROR
                           IN THE INSTRUMENT ENTITLED
                              AMENDED AND RESTATED
                           CERTIFICATE OF INCORPORAION
                           OF REGENCY AFFILIATES, INC.
                      FILED IN THE OFFICE OF THE SECRETARY
                    OF STATE OF DELAWARE ON FEBRUARY 5, 2002


     Regency Affiliates, Inc., a corporation organized and existing under and by
the virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: The name of the corporation is REGENCY AFFILIATES, INC. (the
"Corporation").

     SECOND: An instrument (the "Instrument") entitled "Amended and Restated
Certificate of Incorporation of Regency Affiliates, Inc." was filed by the
Secretary of State of Delaware on February 5, 2002, and said Instrument requires
correction as permitted by Section 103 of the General Corporation Law of the
State of Delaware.

     THIRD: The inaccuracy or defect of said Instrument to be corrected is as
follows:

     The sole purpose of the Instrument was to amend certain provisions
contained in Article Fourth of the Company's Restated Certificate of
Incorporation filed November 27, 1991. Accordingly, the Instrument should have
been designated a Certificate of Amendment of the Corporation's Restated
Certificate of Incorporation instead of an Amended and Restated Certificate of
Incorporation.

     FOURTH: The Instrument is corrected to read as follows:

                            CERTIFICATE OF AMENDMENT
                                       OF
                              RESTATED CERTIFICATE
                                OF INCORPORATION
                          OF REGENCY AFFILIATES, INC.

               The  undersigned  corporation,  Regency  Affiliates,  Inc.,
          originally incorporated under the name of Transcontinental Energy
          Corporation  on  February  12,  1980,  and  existing under and by
          virtue  of  the General Corporation Law of the State of Delaware,
          having  adopted  the  following  amendment  to  its  Restated
          Certificate  of  Incorporation,  pursuant  to General Corporation
          Law,  Section  242  ,  certifies  that:


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          1. Article FOURTH of the Restated Certificate of Incorporation of
          the corporation is hereby amended and restated in its entirety as
          follows:

               FOURTH.  The  corporation  shall  be authorized to issue two
          classes  of  stock  to  be  designated  respectively "Common" and
          "Preferred";  the  total  number  of shares which the corporation
          shall  have  authority  to  issue  shall  be  thirty  million
          (30,000,000); the total number of shares of Common Stock shall be
          twenty-five  million (25,000,000) and the par value of each share
          of  Common  Stock  shall be One Cent ($.01) (the "Common Stock");
          and  the  total number of shares of Preferred Stock shall be five
          million  (5,000,000) and the par value of each share of Preferred
          Stock  shall  be  Ten  Cents  ($.10)  (the  "Preferred  Stock").

               Effective  at  9:00  a.m. (the "Effective Time") on February
          13,  2002  (the  "Effective  Time"),  each  ten  (10)  shares  of
          authorized  Common  Stock  issued  and outstanding or held in the
          treasury  of  the  corporation immediately prior to the Effective
          Time shall automatically be reclassified and changed into one (1)
          validly  issued,  fully  paid  and  nonassessable share of Common
          Stock  (a "New Share"). Each holder of record of shares of Common
          Stock  so reclassified and changed, on a record date as chosen by
          the Board of Directors, shall at the Effective Time automatically
          become  the  record  owner  of  the number of New Shares as shall
          result  from  such  reclassification and change. Each such record
          holder  shall  be  entitled to receive, upon the surrender of the
          certificate  or  certificates  representing  the shares of Common
          Stock  so  reclassified and changed at the office of the transfer
          agent  of  the  corporation  in such form and accompanied by such
          documents,  if any, as may be prescribed by the transfer agent of
          the  corporation,  a new certificate or certificates representing
          the  number  of New Shares of which he or she is the record owner
          after giving effect to the provisions of this Article FOURTH. The
          corporation  shall  not issue fractional New Shares. Stockholders
          entitled  to receive fractional New Shares shall receive from the
          corporation  a  whole  share  for the fraction resulting from the
          effect  of  the  reverse  stock  split based on the stockholder's
          aggregate  holdings.  Shares held by brokers will also be rounded
          to  the  next  highest whole number based on the holdings of each
          beneficial  owner.

               The  Preferred  Stock may be issued from time to time in one
          or more series. The Board of Directors is hereby expressly vested
          with  authority  to  fix  by  resolution  or  resolutions  the
          designations  and  the  powers,  preferences  and  relative,  or
          restrictions  thereof,  including, without limitation, the voting
          powers,  if any, the dividend rate, conversion rights, redemption
          price,  or  liquidation  preference,  of  any series of Preferred
          Stock,  and  to  fix the number of shares of any such series (but
          not below the number of shares thereof then outstanding). In case
          the  number  of  shares of any such series shall be so decreased,
          the  shares  constituting


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<PAGE>
          such decrease shall resume the status which they had prior to the
          adoption  of  the resolution or resolutions originally fixing the
          number  of shares of such series. The number of authorized shares
          of  any class or classes of stock may be decreased (but not below
          the number of shares thereof then outstanding) by the affirmative
          vote of the holders of a majority of the stock of the corporation
          entitled  to  vote.

     IN WITNESS WHEREOF, said Regency Affiliates, Inc. has caused this Corrected
Certificate  to  be  signed by Laurence S. Levy, its President, this 30th day of
October  2002.


                                   REGENCY AFFILIATES, INC.


                                   By:
                                      -------------------------
                                   Name:  Laurence S. Levy
                                   Title: President


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