CHARTER
                                 OF
                       MILLER INDUSTRIES, INC.


     The undersigned person, having capacity to contract and
acting as the incorporator of a corporation under the Tennessee
Business Corporation Act (the "Act"), adopts the following
Charter for the corporation named above (the "Corporation"):

     1    The name of the Corporation is:

               Miller Industries, Inc.

    2.    (a)  The street address and zip code of the initial
registered office of the Corporation is:

                         5803 Hilltop Drive
                         Ooltewah, Tennessee 37363

          (b)  The initial registered office of the Corporation
is located in Hamilton County, Tennessee.

          (c)  The initial registered agent in the registered
office is:

               Frank Madonia

     3.   The name, address, and zip code of the incorporator is;

                         Richard H. Roberts, Esq.
                         Baker, Worthington, Crossley,
                           Stansberry & Woolf
                         1700 Nashville City Center
                         511 Union Street
                         Nashville, Tennessee 37219

     4.   The street address and zip code of the principal office
if the Corporation in the State of Tennessee is:

                         8503 Hilltop Drive
                         Ooltewah, Tennessee 37363

     5.   The Corporation is for profit.

                               -1-<PAGE>
     6.   The powers of the incorporator are to terminate upon
filing of the Charter and the name and address of the individual
who is to serve as the initial director of the Corporation is as
follows:

                         William G. Miller
                         8503 Hilltop Drive
                         Ooltewah, Tennessee 37363

     7.   The purposes for which the Corporation is organized are
to do any and all things and to exercise any and all powers,
rights, and privileges which a corporation may now or hereafter
be organized to do, or to exercise, under the Act, as such is
amended, from time to time.

     8.   The maximum number of shares of capital stock which the
Corporation shall have the authority to issue is twenty-five
million (25,000,000) shares, of which twenty million (20,000,000)
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.

     The designations, preferences, privileges and powers and
relative, participating, optional or other special rights and
qualifications, limitations or restrictions of the above classes
of capital stock shall be as follows:

          (a)  Preferred Stock.
               ---------------

               (1)   Shares of Preferred Stock may be divided into
and issued in  one or more series at such time or times and for
such consideration as the Board of Directors may determine.  All
shares of any one series shall be of equal rank and identical in
all respects.

               (2)   Authority is hereby expressly granted to the
Board of Directors to fix and determine from time to time, by
resolution or resolutions providing for the establishment and/or
issuance of any series of Preferred Stock, the designation of
such series and the powers, preferences, and rights of the shares
of such series, and the qualifications, limitations or
restrictions thereof, as the Board of Directors may deem
advisable and to the fullest extent now or hereafter permitted by
the laws of the State of Tennessee.  The resolution or
resolutions providing for the establishment and/or issuance of
such series of Preferred Stock shall set forth:  (i) the
designation and number of shares comprising each series; (ii) the
rate of dividends, if any, and whether such dividends shall be
noncumulative, cumulative to the extent earned, or cumulative
and, if cumulative, from which date or dates; (iii) whether the
shares shall be redeemable and, if so, the terms and conditions
of such redemption; (iv) whether there shall be a sinking fund
for the redemption; (v) the rights to which the holders of the
shares shall be entitled in the event of voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, and

                               -2-<PAGE>
the priority of payment of shares in any such event; (vi) whether
the shares shall be convertible into or exchangeable for 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 restrictions of such series.

               (3)   The shares of Preferred Stock shall have no
voting power or voting rights with respect to any matter
whatsoever, except as may be otherwise required by law or may be
provided in the resolution or resolutions of the Board of
Directors creating the series of which such shares are a part.

               (4)   Authority is hereby expressly granted to the
Board of Directors to make any change in the designations, terms,
limitations or relative rights or preferences of any series of
Preferred Stock in the same manner as provided for in the
issuance of Preferred Stock, so long as no shares of such series
are outstanding at such time.

          (b)   Common Stock.
                ------------

               (1)   After the requirements with respect to
preferential dividends, if any, on any series of Preferred Stock
(fixed pursuant to resolutions as provided in Article 8(a) above)
shall have been met, and after the Corporation shall have
complied with all requirements, if any, with respect to the
setting aside of sums in a sinking fund 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 not otherwise, the holders of Common Stock shall receive, to
the extent permitted by law and to the extent the Board of
Directors shall determine, such dividends as may be declared from
time to time by the Board of Directors.

               (2)   After distribution in full of the
preferential amount, if any (fixed pursuant to resolutions as
provided in Article 8(a) above), to be distributed to the holders
of any series of Preferred Stock in the event of the voluntary or
involuntary liquidation, dissolution or winding-up of the
Corporation, the holders of the Common Stock shall be entitled to
receive such of the remaining assets of the Corporation of
whatever kind available for distribution to the extent the Board
of Directors shall determine.

               (3)   Except as may be otherwise required by law or
by the charter of the Corporation, as amended, each holder of
Common Stock shall have one vote in respect of each share of such
stock held by him on all matters voted upon by the shareholders.

          (c)   Preemptive Rights.  No holder of shares of the
                -----------------
Corporation of any class, now or hereafter authorized, shall have
any preferential or preemptive right to subscribe for, purchase
or receive any shares of stock of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such
shares, or any rights to subscribe to or purchase such shares, or
any securities convertible into or exchangeable for such shares,
which may at any time or from time to time be issued, sold or
offered for sale by the Corporation.

                               -3-<PAGE>
     9.  All corporate powers shall be exercised by or under the
authority of, and the business 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 not less than
three nor more than seven, the exact number to be fixed by, or in
the manner provided in, the Bylaws.  The Board of Directors shall
be divided into three classes serving staggered three-year terms,
as nearly equal in number as possible, 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 the Corporation.  The initial Class I
directors shall hold office until the 1995 annual meeting of
shareholders, the initial Class II directors all hold office
until the 1996 annual meeting of shareholders and the initial
Class III directors shall hold office until the 1997 annual
meeting of shareholders.  In each case, directors shall serve
until their respective successors shall have been elected and
qualified, subject to their earlier death, resignation, or
removal.

     At each annual meeting of shareholders commencing with the
1995 annual meeting of shareholders, directors to replace the
Class whose term of office expires at such meeting shall be
elected to hold office for three year terms, and in each case
until their respective successors shall have been elected and
qualified, subject to their earlier death, resignation or
removal.

     If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as
possible, but in no case will a decrease in the number of
directors shorten the term of any incumbent director.  Any
vacancy on the Board of Directors that results from an increase
in the number of directors shall be filled only by a majority of
the Board of Directors then in office, and any other vacancy
occurring in the Board of Directors shall be filled only by a
majority of the directors then in office, although less than a
quorum, or by a sole remaining director.

     Any director may be removed from office but only for cause
and only by () the affirmative vote of the holders of a majority
of the voting power of the shares entitled to vote 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 () the affirmative vote of a majority of the entire Board
of Directors then in office.

     Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of preferred stock issued by the
Corporation shall have the right, voting separately, by class or
series, to elect directors at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies,
and other features of such directorships shall be governed by the
terms of this Charter applicable thereto, and such directors so
elected shall not be divided into classes pursuant to this

                               -4-<PAGE>
Article 9 unless expressly provided by such terms.  In the event
of 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 the vacancy.

     Notwithstanding any 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 directors shall be
required to amend, alter, change, or repeal, or to adopt any
provision as part of this Charter or as part of the Corporation's
Bylaws inconsistent with the purpose and intent of, this
Article 9.

     10.   The Corporation shall have and exercise all powers
necessary or convenient to effect any or all of the purposes for
which the Corporation is organized and shall likewise have the
powers provided by the Act, or as the same shall hereafter be
amended.

     11.   (a) To the fullest extent permitted by the laws of the
State of Tennessee, including without limitation, the Act, as it
exists on the date hereof or as it may hereafter be amended, no
director of the Corporation shall be personally liable for
monetary damages to the Corporation or its shareholders for any
breach of fiduciary duty as a director.  If the laws of the State
of Tennessee, including, without limitation, the Act, are amended
after approval of this Charter to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the Act, as so amended.  Any repeal or modification of this
Article 11 by the shareholders shall not adversely affect any
right or protection of a director existing at the time of such
repeal or modification or with respect to events occurring prior
to such time.

          (b)   The Corporation shall have the power to indemnify
any director, officer, employee, agent of the Corporation, or any
other person who is serving at the request of the Corporation in
any such capacity with another corporation, partnership, joint
venture, trust, or other enterprise to the fullest extent
permitted by the law of the State of Tennessee as it exists on
the date hereof or as it may hereafter be amended, and any such
indemnification 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, executors and administrators of such
person.

     12.    The directors of the Corporation shall have the right
to take any action required or permitted by vote without a
meeting on written consent to the fullest extent permitted by the
Act, or as the same shall hereafter be amended.

     13.    In taking or not taking any action in response to an
Acquisition Proposal (as defined below), the Board of Directors
of the Corporation may consider the social and economic effects
of consummation of the Acquisition Proposal on the employees,
customers, suppliers, and other constituents of the Corporation
and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located and the
desirability of maintaining the Corporation's independence from
other entities.  For purposes of this Article 13, "Acquisition

                              -5-<PAGE>
Proposal" means an offer of any person or entity (other than the
Corporation)to (a) make a tender or exchange offer for any equity
security of the Corporation or any other security of the
Corporation convertible into an equity security, (b) merge or
consolidate the Corporation with another person or entity, or
(c) purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation and its subsidiaries.

     14.    The Corporation shall hold a special meeting of
shareholders only in the event () of a call of the Board of
Directors of the Corporation or the officers authorized to do so
by the Bylaws of the Corporation, or () the holders of at least
fifteen percent of all the votes entitled to be case on any issue
proposed to be considered at the proposed special meeting sign,
date, and deliver to the Corporation's secretary one or more
written demands for the meeting describing the purpose or
purposes for which it is to be held.

     15.    The Corporation shall enjoy and be subject to such
benefits, privileges and immunities and such restrictions,
liabilities and obligations as are provided with respect to
corporations for profit generally by the laws of the land and
which are held applicable to corporations for profit organized
under the Act, or as the same shall hereafter be amended.

     Dated this _____ day of April, 1994.


                              ______________________________
                              Richard H. Roberts
                              Incorporator


                                 -6-
<PAGE>
                      ARTICLES OF AMENDMENT
                                OF
                     MILLER INDUSTRIES, INC.


                                1.

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

                                2.

          The Charter of the Corporation is amended by striking
the first paragraph of Article 8 of the Charter 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 of the Corporation is further amended by
striking the second sentence of the first paragraph of Article 9
of the Charter in its entirety and inserting in lieu thereof 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 the foregoing amendments to the Charter were
duly adopted by the shareholders of the Corporation on August 30,
1996.

          IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be executed by its duly authorized
officer this 5th day of September, 1996.  


                                   MILLER INDUSTRIES, INC.


                                   By: /s/ Frank Madonia
                                   Name: Frank Madonia
                                   Title: V.P.

<PAGE>
                       ARTICLES OF MERGER 
                               OF 
                    SPEED'S ENTERPRISES, INC.
                     (an Oregon corporation)
                               AND 
                     MILLER INDUSTRIES, INC.
                    (a Tennessee corporation)

To the Secretary of State
State of Tennessee 

Pursuant to the provisions of the Tennessee Business Corporation
Act, the domestic business corporation and the foreign business
corporation herein named do hereby submit the following articles
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 Oregon corporation ("Speed's) with
and into Miller Industries, Inc., a Tennessee corporation
("Miller") as adopted at a meeting by the Board of Directors of
Speed's on January 29, 1997 and adopted at a meeting by the Board
of 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 the jurisdiction of organization of
Speed's and has been authorized in compliance with said laws.

          4.  Miller will continue its existence as the surviving
corporation under its present name pursuant to the provisions of
the Tennessee Business Corporation Act.  

Executed on February 27, 1997.

                                   MILLER INDUSTRIES, INC.


                                   By:___________________________
                                         Frank Madonia,
                                         Vice President and Secretary


             [SIGNATURES CONTINUED ON FOLLOWING PAGE]


<PAGE>
            [SIGNATURES CONTINUED FROM PRECEDING PAGE]



                                   SPEED'S ENTERPRISES, INC.


                                   By:___________________________
                                   Name:_________________________
                                   Title:________________________

<PAGE>
                   AGREEMENT AND PLAN OF MERGER
                                OF
                    SPEED'S ENTERPRISES, INC.
                          WITH AND INTO
                     MILLER INDUSTRIES, INC.


          THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is
made and entered into as of the 4th day of February, 1997, by and
among MILLER INDUSTRIES, INC., a Tennessee corporation
("Parent"), SPEED'S ENTERPRISES, INC., an Oregon corporation (the
"Company"), and the Company's shareholders identified on the
signature page below (collectively, the "Shareholders" and
individually a "Shareholder").

                       W I T N E S S E T H:

          WHEREAS, Parent and its subsidiaries are engaged in,
among other things, the manufacture, sale and distribution of
towing and recovery equipment and related services; and the
Company is engaged in the provision of towing and recovery and
related services (collectively, the "Company's Services"); and

          WHEREAS, the Shareholders own all of the issued and
outstanding common stock of the Company (the "Shares"); and

          WHEREAS, prior to the consummation of the transactions
described herein, the Company intends to distribute certain of
its assets not related to the towing and recovery business to the
Shareholders; and

          WHEREAS, subject to the distribution described above,
Parent and the Shareholders deem it advisable and in their
respective best interests to consummate the transactions
described herein; and

          WHEREAS, Parent and the Shareholders intend that this
Agreement be approved and adopted by all relevant parties as a
plan of reorganization within the provisions of Section
368(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 and agreements contained
herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


<PAGE>
1.   THE MERGER 

          1.1. The Merger.  At the effective time of the merger
(the "Effective Time"), upon the terms and subject to the
conditions set forth herein, and in accordance with the corporate
laws of the state of incorporation of Parent and the Company (the
"Corporate Laws"), the Company shall be merged with and into
Parent, the separate existence of the Company shall cease, and
Parent shall continue as the surviving corporation under its
present name (the "Merger").  Parent after the Merger is
sometimes hereafter referred to as the "Surviving Corporation."

          1.2. Effect of the Merger.  At the Effective Time, the
Surviving Corporation shall continue its corporate 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 the provisions of the Corporate Laws.

2.   THE SURVIVING CORPORATION

          2.1. Charter.  The charter of Parent as in effect
immediately prior to the Effective Time shall be the charter of
the Surviving Corporation until thereafter amended in accordance
with applicable Law and such charter.

          2.2. Bylaws.  The bylaws of Parent as in effect
immediately prior to the Effective Time shall be the bylaws of
the Surviving Corporation until thereafter amended in accordance
with applicable Law, the charter of such Surviving Corporation
and such bylaws.

          2.3. Board of Directors.  The directors of Parent
immediately prior to the Effective Time shall be the board of
directors of the Surviving Corporation, each of such persons to
serve until his or her successor, if there is to be one, is duly
elected and qualified.

          2.4. Officers.  The officers of Parent immediately
prior to the Effective Time shall be the initial officers of the
Surviving Corporation, each of such officers to serve until his
or her successor, if there is to be one, is duly qualified.

3.   MERGER CONSIDERATION; CONVERSION

          3.1. Company Shares.  At the Effective Time, by virtue
of the Merger, and without any action on the part of the
Shareholders, all of the Shares issued and outstanding
immediately prior to the Effective Time shall be canceled,
retired and converted into and become the right to receive the
Merger Consideration described in this Article 3.

          3.2. Merger Consideration.  The "Merger Consideration"
shall consist of an aggregate of 276,571.43 shares (the "Merger
Consideration") of Parent's Common Stock, par value $.01 per
share (the "Parent Stock").

          3.3. Allocation.  The Merger Consideration shall be
allocated among the Shareholders of the Company in accordance
with the percentages set forth opposite each such Shareholder's
name next to his or her signature set forth below.  If the
allocation results in fractional shares, then no fractional
shares shall be issued, and in lieu thereof a Shareholder shall

<PAGE>
be paid an amount in cash equal to such fractional part of a
share multiplied by the closing price of Parent's Common Stock on
the New York Stock Exchange on the trading day immediately
preceding the Closing.

          3.4. Other Shares.  Each share of common stock of
Parent issued and outstanding immediately prior to the Effective
Time shall remain outstanding and continue to represent one share
of common stock of the Surviving Corporation. 

4.   ADDITIONAL AGREEMENTS

          4.1.  The merger of the non-surviving corporation with
and into the Surviving Corporation shall be authorized in the
manner prescribed by the laws of the jurisdiction of organization
of the non-surviving corporation, and the Plan of Merger herein
made and approved shall be submitted to the shareholders of the
Surviving Corporation for their approval or rejection in the
manner prescribed by the provisions of the Tennessee Business
Corporation Act.  

          4.2.  In the event that the merger of the non-surviving
corporation with and into the Surviving Corporation shall have
been duly authorized in compliance with the laws of the
jurisdiction of organization of the non-surviving corporation,
and in the event that the Plan of Merger shall have been approved
by the shareholders entitled to vote of the Surviving Corporation
in the manner prescribed by the provisions of the Tennessee
Business Corporation Act, the non-surviving corporation and the
Surviving Corporation hereby stipulate that they will cause to be
executed and filed and/or recorded any document or documents
prescribed by the laws of the State of Oregon and of the State of
Tennessee, and that they will cause to be performed all necessary
acts therein and elsewhere to effectuate the merger.  

          4.3.  The Board of Directors and the proper officers of
the non-surviving corporation and the Surviving Corporation,
respectively, are hereby authorized, empowered, and directed 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 or become necessary, proper, or
convenient to carry out or put into effect any of the provisions
of this Plan of Merger or of the merger herein provided for.  

          IN WITNESS WHEREOF, the parties have executed or caused
this Agreement to be executed by their duly authorized agents as
of the day and year first above written.

                                   MILLER INDUSTRIES, INC.


                                   By:  /s/ Frank Madonia
                                        Name:____________________
                                        Title:___________________
                                        Address:_________________
                                                _________________
                                                _________________
                                      Facsimile No.:_____________


                                   SPEED'S ENTERPRISES, INC.

                                   By:  Harold R. Coe
                                        Name: Harold R. Coe
                                        Title: President
                                        Address: Portland  97214
                                                 _______________
                                                 _______________
                                      Facsimile No.: 503-233-3556


             [SIGNATURES CONTINUED ON FOLLOWING PAGE]


<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. Co
                                   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.: _____________

<PAGE>

       1.52%                         /s/ Daryl B. Coe
                                   Daryl B. Coe
                                   Address: 18980 SW Cascadia St.
                                            Aloha, OR  97006
                                            _____________________
                                            _____________________
                                            _____________________
                                   Facsimile No.:________________


                                   The Harold R. Coe and June E. Coe Trust

      56.06%
           100%                    By: Harold R. Coe
                                   Title: President
                                   Address: 120 S.E. Clay
                                            Portland, Oregon 97214
                                   Facsimile No.: 503-238-5406

<PAGE>
                      ARTICLES OF AMENDMENT
                                OF
                     MILLER INDUSTRIES, INC.

                                1.

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

                                2.

          The Charter of the Corporation is amended by striking
Article 9 of the Charter in its entirety and inserting in lieu
thereof the following:

                    9.  All corporate powers shall be exercised
          by or under the authority of, and the business and
          affairs of the Corporation shall be managed under the
          direction of, a Board of Directors.  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.  In each case, directors shall serve until
          their respective successors shall have been elected and
          qualified, subject to their earlier death, resignation,
          or removal.

                    Any vacancy on the Board of Directors that
          results from an increase in the number of directors
          shall be filled only by a majority of the Board of
          Directors then in office, and any other vacancy
          occurring in the Board of Directors shall be filled
          only by a majority of the directors then in office,
          although less than a quorum, or by a sole remaining
          director.

                    Any director may be removed from office but
          only for cause and only by (a) the affirmative vote of
          the holders of a majority of the voting power of the
          shares entitled to vote 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 (b) the affirmative vote of a majority of the
          entire Board of Directors then in office.

                    Notwithstanding the foregoing, whenever the
          holders of any one or more classes or series of
          preferred stock issued by the Corporation shall have
          the right, voting separately, by class or series, to
          elect directors at an annual or special meeting of
          shareholders, the election, term of office, filling of
          vacancies, and other features of such directorships
          shall be governed by the terms of this Charter
          applicable thereto.  In the event of 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 the vacancy.

                    Notwithstanding any 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 directors shall be required to amend,
<PAGE>
          alter, change, or repeal, or to adopt any provision as
          part of this Charter or as part of the Corporation's
          Bylaws inconsistent with the purpose and intent of,
          this Article 9.

                                3.

          The foregoing amendment to the Charter was duly adopted
by the shareholders of the Corporation on August 29, 1997 and
shall become effective at 12:01 A.M., Eastern Time, on September
11, 1998.

          IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be executed by its duly authorized
officer this 17th day of July, 1998.


                              MILLER INDUSTRIES, INC.

                              By: /s/ Frank Madonia
                                    Frank Madonia
                                    Vice President