**CHARTER OF MILLERINDUSTRIES, INC.**
The undersignedperson, having capacity to contract and acting as the incorporator of acorporation under the Tennessee Business Corporation Act (the "Act"),adopts the following Charter for the corporation named above (the"Corporation"):
1.       Thename of the Corporation is:
Miller Industries, Inc.
2.       (a)       The streetaddress and zip code of the initial registered office of the Corporation is:
5803 Hilltop DriveOoltewah, Tennessee 37363
                         (b)       The initialregistered office of the Corporation is located in Hamilton County, Tennessee.
                         (c)       The initialregistered agent in the registered office is:
Frank Madonia
3.       Thename, address, and zip code of the incorporator is;
Richard H. Roberts, Esq.Baker, Worthington, Crossley, Stansberry & Woolf1700 Nashville City Center511 Union StreetNashville, Tennessee 37219
4.       Thestreet address and zip code of the principal office if the Corporation in theState of Tennessee is:
8503 Hilltop DriveOoltewah, Tennessee 37363
5.       TheCorporation is for profit.
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6.       Thepowers of the incorporator are to terminate upon filing of the Charter and thename and address of the individual who is to serve as the initial director ofthe Corporation is as follows:
William G. Miller8503 Hilltop DriveOoltewah, Tennessee 37363
7.       Thepurposes for which the Corporation is organized are to do any and all things andto exercise any and all powers, rights, and privileges which a corporation maynow or hereafter be organized to do, or to exercise, under the Act, as such isamended, from time to time.
8.       Themaximum number of shares of capital stock which the Corporation shall have theauthority to issue is twenty-five million (25,000,000) shares, of which twentymillion (20,000,000) shares are designated Common Stock with a par value of onecent ($.01) per share, and five million (5,000,000) shares are designatedPreferred Stock with a par value of one cent ($.01) per share.
Thedesignations, preferences, privileges and powers and relative, participating,optional or other special rights and qualifications, limitations or restrictionsof the above classes of capital stock shall be as follows:
                      (a)       Preferred Stock.
                                (1)       Sharesof Preferred Stock may be divided into and issued in one or more series at suchtime or times and for such consideration as the Board of Directors maydetermine. All shares of any one series shall be of equal rank and identical inall respects.
                                (2)       Authorityis hereby expressly granted to the Board of Directors to fix and determine fromtime to time, by resolution or resolutions providing for the establishmentand/or issuance of any series of Preferred Stock, the designation of such seriesand the powers, preferences, and rights of the shares of such series, and thequalifications, limitations or restrictions thereof, as the Board of Directorsmay deem advisable and to the fullest extent now or hereafter permitted by thelaws of the State of Tennessee. The resolution or resolutions providing for theestablishment and/or issuance of such series of Preferred Stock shall set forth:(i) the designation and number of shares comprising each series; (ii) the rateof dividends, if any, and whether such dividends shall be noncumulative,cumulative to the extent earned, or cumulative and, if cumulative, from whichdate or dates; (iii) whether the shares shall be redeemable and, if so, theterms and conditions of such redemption; (iv) whether there shall be a sinkingfund for the redemption; (v) the rights to which the holders of the shares shallbe entitled in the event of voluntary or involuntary liquidation, dissolution orwinding-up of the Corporation, and
-2-   the priority of payment of shares in anysuch event; (vi) whether the shares shall be convertible into or exchangeablefor shares of any other class or any other series and the terms thereof; and(vii) all other preferences, privileges and powers and relative, participating,optional or other special rights and qualifications, limitations or restrictionsof such series.
                                (3)       Theshares of Preferred Stock shall have no voting power or voting rights withrespect to any matter whatsoever, except as may be otherwise required by law ormay be provided in the resolution or resolutions of the Board of Directorscreating the series of which such shares are a part.
                                (4)       Authorityis hereby expressly granted to the Board of Directors to make any change in thedesignations, terms, limitations or relative rights or preferences of any seriesof Preferred Stock in the same manner as provided for in the issuance ofPreferred Stock, so long as no shares of such series are outstanding at suchtime.
                     (b)       Common Stock.
                                (1)       Afterthe requirements with respect to preferential dividends, if any, on any seriesof Preferred Stock (fixed pursuant to resolutions as provided in Article 8(a)above) shall have been met, and after the Corporation shall have complied withall requirements, if any, with respect to the setting aside of sums in a sinkingfund for the purchase or redemption of shares of any series of Preferred Stock(fixed pursuant to resolutions as provided in Article 8(a) above), then, and nototherwise, the holders of Common Stock shall receive, to the extent permitted bylaw and to the extent the Board of Directors shall determine, such dividends asmay be declared from time to time by the Board of Directors.
                                (2)       Afterdistribution in full of the preferential amount, if any (fixed pursuant toresolutions as provided in Article 8(a) above), to be distributed to the holdersof any series of Preferred Stock in the event of the voluntary or involuntaryliquidation, dissolution or winding-up of the Corporation, the holders of theCommon Stock shall be entitled to receive such of the remaining assets of theCorporation of whatever kind available for distribution to the extent the Boardof Directors shall determine.
                                (3)       Exceptas may be otherwise required by law or by the charter of the Corporation, asamended, each holder of Common Stock shall have one vote in respect of eachshare of such stock held by him on all matters voted upon by the shareholders.
                     (c)       Preemptive Rights. No holderof shares of the Corporation of any class, now or hereafter authorized, shallhave any preferential or preemptive right to subscribe for, purchase or receiveany shares of stock of the Corporation of any class, now or hereafterauthorized, or any options or warrants for such shares, or any rights tosubscribe to or purchase such shares, or any securities convertible into orexchangeable for such shares, which may at any time or from time to time beissued, sold or offered for sale by the Corporation.
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9.       Allcorporate powers shall be exercised by or under the authority of, and thebusiness and affairs of the Corporation shall be managed under the direction of,a Board of Directors. The number of directors of the Corporation shall be notless than three nor more than seven, the exact number to be fixed by, or in themanner provided in, the Bylaws. The Board of Directors shall be divided intothree classes serving staggered three-year terms, as nearly equal in number aspossible, respectively designated "Class I", "Class II" and"Class III" directors. The initial Class I, "Class II" and"Class III" directors shall be elected by the shareholders of theCorporation. The initial Class I directors shall hold office until the 1995annual meeting of shareholders, the initial Class II directors all hold officeuntil the 1996 annual meeting of shareholders and the initial Class IIIdirectors shall hold office until the 1997 annual meeting of shareholders. Ineach case, directors shall serve until their respective successors shall havebeen elected and qualified, subject to their earlier death, resignation, orremoval.
At each annualmeeting of shareholders commencing with the 1995 annual meeting of shareholders,directors to replace the Class whose term of office expires at such meetingshall be elected to hold office for three year terms, and in each case untiltheir respective successors shall have been elected and qualified, subject totheir earlier death, resignation or removal.
If the numberof directors is changed, any increase or decrease shall be apportioned among theclasses so as to maintain the number of directors in each class as nearly equalas possible, but in no case will a decrease in the number of directors shortenthe term of any incumbent director. Any vacancy on the Board of Directors thatresults from an increase in the number of directors shall be filled only by amajority of the Board of Directors then in office, and any other vacancyoccurring in the Board of Directors shall be filled only by a majority of thedirectors then in office, although less than a quorum, or by a sole remainingdirector.
Any directormay be removed from office but only for cause and only by () the affirmativevote of the holders of a majority of the voting power of the shares entitled tovote for the election of directors, considered for this purpose as one class,unless a vote of a specific voting group is otherwise required by law, or () theaffirmative vote of a majority of the entire Board of Directors then in office.
Notwithstandingthe foregoing, whenever the holders of any one or more classes or series ofpreferred stock issued by the Corporation shall have the right, votingseparately, by class or series, to elect directors at an annual or specialmeeting of shareholders, the election, term of office, filling of vacancies, andother features of such directorships shall be governed by the terms of thisCharter applicable thereto, and such directors so elected shall not be dividedinto classes pursuant to this
-4-   Article 9 unless expressly provided bysuch terms. In the event of a vacancy among the directors so elected by theholders of preferred stock, the remaining directors elected by the holders ofpreferred stock may fill the vacancy.
Notwithstandingany other provisions of this Charter, the affirmative vote of holders of 66 2/3%of the voting power of the shares entitled to vote at an election of directorsshall be required to amend, alter, change, or repeal, or to adopt any provisionas part of this Charter or as part of the Corporation's Bylaws inconsistent withthe purpose and intent of, this Article 9.
10.      TheCorporation shall have and exercise all powers necessary or convenient to effectany or all of the purposes for which the Corporation is organized and shalllikewise have the powers provided by the Act, or as the same shall hereafter beamended.
11.       (a)       Tothe fullest extent permitted by the laws of the State of Tennessee, includingwithout limitation, the Act, as it exists on the date hereof or as it mayhereafter be amended, no director of the Corporation shall be personally liablefor monetary damages to the Corporation or its shareholders for any breach offiduciary duty as a director. If the laws of the State of Tennessee, including,without limitation, the Act, are amended after approval of this Charter toauthorize corporate action further eliminating or limiting the personalliability of directors, then the liability of a director of the Corporationshall be eliminated or limited to the fullest extent permitted by the Act, as soamended. Any repeal or modification of this Article 11 by the shareholders shallnot adversely affect any right or protection of a director existing at the timeof such repeal or modification or with respect to events occurring prior to suchtime.
                     (b)       The Corporation shall have thepower to indemnify any director, officer, employee, agent of the Corporation, orany other person who is serving at the request of the Corporation in any suchcapacity with another corporation, partnership, joint venture, trust, or otherenterprise to the fullest extent permitted by the law of the State of Tennesseeas it exists on the date hereof or as it may hereafter be amended, and any suchindemnification may continue as to any person who has ceased to be a director,officer, employee or agent and may inure to the benefit of the heirs, executorsand administrators of such person.
12.       Thedirectors of the Corporation shall have the right to take any action required orpermitted by vote without a meeting on written consent to the fullest extentpermitted by the Act, or as the same shall hereafter be amended.
13.       Intaking or not taking any action in response to an Acquisition Proposal (asdefined below), the Board of Directors of the Corporation may consider thesocial and economic effects of consummation of the Acquisition Proposal on theemployees, customers, suppliers, and other constituents of the Corporation andits subsidiaries and on the communities in which the Corporation and itssubsidiaries operate or are located and the desirability of maintaining theCorporation's independence from other entities. For purposes of this Article 13,"Acquisition
-5-   Proposal" means an offer of anyperson or entity (other than the Corporation) to (a) make a tender or exchangeoffer for any equity security of the Corporation or any other security of theCorporation convertible into an equity security, (b) merge or consolidate theCorporation with another person or entity, or(c) purchase or otherwise acquire all or substantially all of the properties andassets of the Corporation and its subsidiaries.
14.       TheCorporation shall hold a special meeting of shareholders only in the event () ofa call of the Board of Directors of the Corporation or the officers authorizedto do so by the Bylaws of the Corporation, or () the holders of at least fifteenpercent of all the votes entitled to be case on any issue proposed to beconsidered at the proposed special meeting sign, date, and deliver to theCorporation's secretary one or more written demands for the meeting describingthe purpose or purposes for which it is to be held.
15. TheCorporation shall enjoy and be subject to such benefits, privileges andimmunities and such restrictions, liabilities and obligations as are providedwith respect to corporations for profit generally by the laws of the land andwhich are held applicable to corporations for profit organized under the Act, oras the same shall hereafter be amended.
**     **   Datedthis _____ day of April, 1994.
Richard H. RobertsIncorporator
-6-   **ARTICLES OF AMENDMENTOFMILLER INDUSTRIES, INC.**
1.
The name of thecorporation is Miller Industries, Inc. (the "Corporation").
2.
The Charter ofthe Corporation is amended by striking the first paragraph of Article 8 of theCharter in its entirety and inserting in lieu thereof the following:
The maximum  number of shares of capital stock which the Corporation shall have the  authority to issue is One Hundred Five Million (105,000,000) shares, of which  One Hundred Million (100,000,000) shares are designated Common Stock with a  par value of one cent ($.01) per share, and Five Million (5,000,000) shares  are designated Preferred Stock with a par value of one cent ($.01) per share.
3.
The Charter ofthe Corporation is further amended by striking the second sentence of the firstparagraph of Article 9 of the Charter in its entirety and inserting in lieuthereof the following:
The number of  directors of the Corporation shall not be less than three (3) nor more than  fifteen (15), the exact number to be fixed by, or in the manner provided in,  the Bylaws.
4.
Both of theforegoing amendments to the Charter were duly adopted by the shareholders of theCorporation on August 30, 1996.
IN WITNESSWHEREOF, the Corporation has caused these Articles of Amendment to be executedby its duly authorized officer this 5th day of September, 1996.
**                                                                  MILLER INDUSTRIES, INC.**

*By: /s/ FrankMadoniaName: Frank MadoniaTitle: V.P.*   **ARTICLES OF MERGEROFSPEED'S ENTERPRISES, INC.**(an Oregon corporation)**AND MILLER INDUSTRIES, INC.**(a Tennessee corporation)
To the Secretary of StateState of Tennessee
Pursuant to the provisions of theTennessee Business Corporation Act, the domestic business corporation and theforeign business corporation herein named do hereby submit the followingarticles of merger.
1.         Annexed hereto and made a part hereof is the Agreement and Plan of Merger (the"Plan of Merger") for merging Speed's Enterprises, Inc., an Oregoncorporation ("Speed's) with and into Miller Industries, Inc., a Tennesseecorporation ("Miller") as adopted at a meeting by the Board ofDirectors of Speed's on January 29, 1997 and adopted at a meeting by the Boardof Directors of Miller on January 31, 1997.
2.        The shareholders of Miller were not required to vote on the Plan of Merger.
3.        The merger of Speed's with and into Miller is permitted by the laws of thejurisdiction of organization of Speed's and has been authorized in compliancewith said laws.
4.         Miller will continue its existence as the surviving corporation under itspresent name pursuant to the provisions of the Tennessee Business CorporationAct.
Executed on February 27, 1997.
**MILLERINDUSTRIES, INC.**
By:___________________________          Frank Madonia,          Vice President andSecretary

 
 

**[SIGNATURES CONTINUEDON FOLLOWING PAGE]**

    **[SIGNATURES CONTINUED FROM PRECEDING PAGE]**
**SPEED'SENTERPRISES, INC.**
By:___________________________Name:_________________________Title:________________________
    **AGREEMENT AND PLAN OFMERGEROFSPEED'S ENTERPRISES, INC.WITH AND INTOMILLER INDUSTRIES, INC.**
 

THIS AGREEMENTAND PLAN OF MERGER (the "Agreement") is made and entered into as ofthe 4th day of February, 1997, by and among MILLER INDUSTRIES, INC., a Tennesseecorporation ("Parent"), SPEED'S ENTERPRISES, INC., an Oregoncorporation (the "Company"), and the Company's shareholders identifiedon the signature page below (collectively, the "Shareholders" andindividually a "Shareholder").
**W I T N E S S E T H:**
WHEREAS, Parentand its subsidiaries are engaged in, among other things, the manufacture, saleand distribution of towing and recovery equipment and related services; and theCompany is engaged in the provision of towing and recovery and related services(collectively, the "Company's Services"); and
WHEREAS, theShareholders own all of the issued and outstanding common stock of the Company(the "Shares"); and
WHEREAS, priorto the consummation of the transactions described herein, the Company intends todistribute certain of its assets not related to the towing and recovery businessto the Shareholders; and
WHEREAS,subject to the distribution described above, Parent and the Shareholders deem itadvisable and in their respective best interests to consummate the transactionsdescribed herein; and
WHEREAS, Parentand the Shareholders intend that this Agreement be approved and adopted by allrelevant parties as a plan of reorganization within the provisions of Section368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the"Code"); and
NOW, THEREFORE,for and in consideration of the premises, and the mutual covenants andagreements contained herein, and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:
    1.          **THE MERGER**
1.1. TheMerger. At the effective time of the merger (the "Effective Time"),upon the terms and subject to the conditions set forth herein, and in accordancewith the corporate laws of the state of incorporation of Parent and the Company(the "Corporate Laws"), the Company shall be merged with and intoParent, the separate existence of the Company shall cease, and Parent shallcontinue as the surviving corporation under its present name (the"Merger"). Parent after the Merger is sometimes hereafter referred toas the "Surviving Corporation."
1.2. Effect ofthe Merger. At the Effective Time, the Surviving Corporation shall continue itscorporate existence under the Laws of Tennessee and shall succeed to all rights,privileges, immunities, franchises and powers, and be subject to all duties,liabilities, debts and obligations, of the Company in accordance with theprovisions of the Corporate Laws.
2.          **THESURVIVING CORPORATION**
2.1. Charter.The charter of Parent as in effect immediately prior to the Effective Time shallbe the charter of the Surviving Corporation until thereafter amended inaccordance with applicable Law and such charter.
2.2. Bylaws.The bylaws of Parent as in effect immediately prior to the Effective Time shallbe the bylaws of the Surviving Corporation until thereafter amended inaccordance with applicable Law, the charter of such Surviving Corporation andsuch bylaws.
2.3. Board ofDirectors. The directors of Parent immediately prior to the Effective Time shallbe the board of directors of the Surviving Corporation, each of such persons toserve until his or her successor, if there is to be one, is duly elected andqualified.
2.4. Officers.The officers of Parent immediately prior to the Effective Time shall be theinitial officers of the Surviving Corporation, each of such officers to serveuntil his or her successor, if there is to be one, is duly qualified.
3.          **MERGERCONSIDERATION; CONVERSION**
3.1. CompanyShares. At the Effective Time, by virtue of the Merger, and without any actionon the part of the Shareholders, all of the Shares issued and outstandingimmediately prior to the Effective Time shall be canceled, retired and convertedinto and become the right to receive the Merger Consideration described in thisArticle 3.
3.2. MergerConsideration. The "Merger Consideration" shall consist of anaggregate of 276,571.43 shares (the "Merger Consideration") ofParent's Common Stock, par value $.01 per share (the "Parent Stock").
3.3.Allocation. The Merger Consideration shall be allocated among the Shareholdersof the Company in accordance with the percentages set forth opposite each suchShareholder's name next to his or her signature set forth below. If theallocation results in fractional shares, then no fractional shares shall beissued, and in lieu thereof a Shareholder shall
    be paid an amount in cash equal to suchfractional part of a share multiplied by the closing price of Parent's CommonStock on the New York Stock Exchange on the trading day immediately precedingthe Closing.
3.4. OtherShares. Each share of common stock of Parent issued and outstanding immediatelyprior to the Effective Time shall remain outstanding and continue to representone share of common stock of the Surviving Corporation.
4.          **ADDITIONALAGREEMENTS**
4.1. The mergerof the non-surviving corporation with and into the Surviving Corporation shallbe authorized in the manner prescribed by the laws of the jurisdiction oforganization of the non-surviving corporation, and the Plan of Merger hereinmade and approved shall be submitted to the shareholders of the SurvivingCorporation for their approval or rejection in the manner prescribed by theprovisions of the Tennessee Business Corporation Act.
4.2. In theevent that the merger of the non-surviving corporation with and into theSurviving Corporation shall have been duly authorized in compliance with thelaws of the jurisdiction of organization of the non-surviving corporation, andin the event that the Plan of Merger shall have been approved by theshareholders entitled to vote of the Surviving Corporation in the mannerprescribed by the provisions of the Tennessee Business Corporation Act, thenon-surviving corporation and the Surviving Corporation hereby stipulate thatthey will cause to be executed and filed and/or recorded any document ordocuments prescribed by the laws of the State of Oregon and of the State ofTennessee, and that they will cause to be performed all necessary acts thereinand elsewhere to effectuate the merger.
4.3. The Boardof Directors and the proper officers of the non-surviving corporation and theSurviving Corporation, respectively, are hereby authorized, empowered, anddirected to do any and all acts and things, and to make, execute, deliver, file,and/or record any and all instruments, papers, and documents which shall be orbecome necessary, proper, or convenient to carry out or put into effect any ofthe provisions of this Plan of Merger or of the merger herein provided for.
IN WITNESSWHEREOF, the parties have executed or caused this Agreement to be executed bytheir duly authorized agents as of the day and year first above written.
**MILLERINDUSTRIES, INC.**
*By: /s/ Frank Madonia     Name:____________________     Title:___________________     Address:_________________            _________________            _________________   Facsimile No.:_____________*
**SPEED'SENTERPRISES, INC.**
By:   Harold R. Coe*    *Name: Harold R. Coe*    *Title: President *    *Address: Portland 97214*    *_________________*    *__________________*    *Facsimile No.: 503-233-3556
**[SIGNATURES CONTINUEDON FOLLOWING PAGE]**
    **[SIGNATURES CONTINUED FROM PRECEDING PAGE]**
  **Shareholder's**      Percentage of  Parent Stock:**SHAREHOLDERS:** 33.34%/s/ Gary R. Coe                     Gary R. Coe          Address: 6255 S.W. Sheridan St.                        Portland,      OR  97225                             ______________________      Facsimile No.:503-238-3388 2.27%/s/ Michael S. Coe                            Michael S. Coe           Address: 17885 SW Zenith Pl.                          Beaverton,      OR  97007                         ____________________      Facsimile No.: ______________ 2.27%/s/ Karen C. Coe                               Karen C. Coe           Address:  11795 SW Tualatin Rd #69                               Tualatin,      OR 97062                           ________________________      Facsimile No.:____________________ 2.27% /s/ Robert L.      Hill           Robert L. Hill           Address: 10440 S.W. 25th                          Portland,      ORE  97219                               _________________________      Facsimile No.:____________________ 2.27%/s/ Devin J. Edwards           Devin J. Edwards           Address: 262 SE Walnut                          Hillsboro      OK 97123      Facsimile No.: _____________
* *
    1.52% /s/ Daryl B. Coe                     Daryl B. Coe           Address: 18980 SW Cascadia St.                          Aloha, OR  97006                          _____________________                          _____________________                          _____________________ Facsimile No.:________________ 56.06%           100%The Harold R. Coe and      June E. Coe Trust
By: Harold R. Coe           Title: President           Address: 120 S.E. Clay                               Portland, Oregon 97214      Facsimile No.: 503-238-5406   
**ARTICLES OF AMENDMENT OFMILLER INDUSTRIES, INC.**
1.
The name of the corporation isMillerIndustries, Inc. (the "Corporation").
2.
The Charter of the Corporation isamended by striking Article 9 of the Charter in its entirety and inserting inlieu thereof the following:
9. All corporate powers shall beexercised by or under the authority of, and the business and affairs of theCorporation shall be managed under the direction of, a Board of Directors. Thenumber of directors of the Corporation shall not be less than three (3) nor morethan fifteen (15), the exact number to be fixed by, or in the manner providedin, the Bylaws. In each case, directors shall serve until their respectivesuccessors shall have been elected and qualified, subject to their earlierdeath, resignation, or removal.
Any vacancy on the Board of Directorsthat results from an increase in the number of directors shall be filled only bya majority of the Board of Directors then in office, and any other vacancyoccurring in the Board of Directors shall be filled only by a majority of thedirectors then in office, although less than a quorum, or by a sole remainingdirector.
Any director may be removed from officebut only for cause and only by (a) the affirmative vote of the holders of amajority of the voting power of the shares entitled to vote for the election ofdirectors, considered for this purpose as one class, unless a vote of a specificvoting group is otherwise required by law, or (b) the affirmative vote of amajority of the entire Board of Directors then in office.
Notwithstanding the foregoing, wheneverthe holders of any one or more classes or series of preferred stock issued bythe Corporation shall have the right, voting separately, by class or series, toelect directors at an annual or special meeting of shareholders, the election,term of office, filling of vacancies, and other features of such directorshipsshall be governed by the terms of this Charter applicable thereto. In the eventof a vacancy among the directors so elected by the holders of preferred stock,the remaining directors elected by the holders of preferred stock may fill thevacancy.
Notwithstanding any other provisions ofthis Charter, the affirmative vote of holders of 66 2/3% of the voting power ofthe shares entitled to vote at an election of directors shall be required toamend,   alter, change, or repeal, or to adopt anyprovision as part of this Charter or as part of the Corporation's Bylawsinconsistent with the purpose and intent of, this Article 9.
3.
The foregoing amendment to the Charterwas duly adopted by the shareholders of the Corporation on August 29, 1997 andshall become effective at 12:01 A.M., Eastern Time, on September 11, 1998.
IN WITNESS WHEREOF, the Corporation hascaused these Articles of Amendment to be executed by its duly authorized officerthis 17th day of July, 1998.
**MILLER INDUSTRIES, INC.**
*By: /s/ Frank Madonia      Frank Madonia      Vice President*
   
**ARTICLES OF  AMENDMENT  OF  MILLER INDUSTRIES,  INC.**

 

1.

                 The name of the corporation is Miller Industries, Inc. (the “Corporation”).

2.

                 Article Eight of the Charter of the Corporation is hereby amended by adding  the following at the end of the first paragraph of Article Eight:

Simultaneously with the effective  date of these Articles of Amendment (the “Effective Date”) all issued and  outstanding shares of Common Stock (“Existing Common Stock”) shall be and  hereby are automatically combined and reclassified (the “Reverse Split”)  as follows: each five (5) shares of Existing Common Stock shall be combined  and reclassified (the “Reverse Split”) as one share of issued and  outstanding Common Stock (“New Common Stock”).  The Corporation shall  not issue fractional shares on account of the Reverse Split.   Instead,  the Corporation will redeem any  fractional share which results from the reverse stock split at a price per  share equal to the closing sale price of the Common Stock on the trading day  immediately preceding the effective date of the reverse split, as reported on  the New York Stock Exchange.

The Corporation shall, through its  transfer agent, provide certificates representing New Common Stock to holders  of Existing Common Stock in exchange for certificates representing Existing  Common Stock.  From and after the Effective Date, certificates  representing shares of Existing Common Stock are hereby canceled and shall  represent only the right of holders thereof to receive New Common Stock.

From and after the Effective Date,  the term “New Common Stock” as used in this Article Eight shall mean  Common Stock as provided in the Certificate of Incorporation.

3.

                 The foregoing amendment to the Charter was duly adopted by the shareholders of  the Corporation on September 24, 2001 and shall become effective at 12:01  A.M., Eastern Time, on October 1, 2001.

                 **IN WITNESS WHEREOF**, the Corporation has caused these Articles of  Amendment to be executed by its duly authorized officer this __ day of  September, 2001.

                                                                                                 MILLER INDUSTRIES, INC.

                                                                                                 By:        /s/ Frank Madonia                                                                                                                          Name:  Frank Madonia                                                                                                   Title:  Executive Vice President