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                         CERTIFICATE OF AMENDMENT

                                  OF THE

                   RESTATED CERTIFICATE OF INCORPORATION

                                    OF

                        FINET HOLDINGS CORPORATION

     FINET HOLDINGS CORPORATION, a corporation organized and existing under

and by virtue of the General Corporation Law of the State of Delaware, does

hereby certify:

     FIRST: That at a duly noticed and constituted meeting of the Board of

Directors of said corporation, the Board, pursuant to a Plan of

Reorganization approved at such meeting, unanimously adopted the following

resolutions:

     WHEREAS, this Board of Directors has determined that certain

amendments to the corporation's Restated Certificate of Incorporation are

advisable for the best interests of the corporation and that said

amendments should be submitted to the shareholders for their consent and

authorization at the corporations annual meeting as provided for by Section

222 and 242 of the General Corporation Law of the State of Delaware.

NOW, THEREFORE, BE IT RESOLVED: That Article FOURTH of the Restated

Certificate of Incorporation of this corporation be amended to read as

follows:


     "FOURTH: Capital Stock. The total number of shares which the
     Corporation shall have authority to issue is Thirty Million One
     Hundred Thousand (30,100,000) shares, consisting of One Hundred
     Thousand (100,000) shares of Preferred Stock, of the par value of one
     cent ($.01) per share (hereinafter called "Preferred Stock"), and
     Thirty Million (30,000,000) shares of common stock, of the par value
     of one cent ($.01) per share (hereinafter called "common stock").
     RESOLVED FURTHER, that Article FIFTH of the Restated Certificate of

Incorporation of this corporation be amended by adding a subsection 5 to

Section C thereof as follows:


     "5. Upon the filing of this Amendment to the Restated Certificate of
     Incorporation of the Corporation, every two (2) shares of outstanding
     common stock shall be automatically reclassified, changed and
     converted into one (1) share of common stock. No fractional shares of
     common stock shall be issued upon such conversion, but in lieu
     thereof, the Corporation shall pay a cash adjustment for such
     fractional interest at the rate of $.50/share. Unless otherwise
     requested by the holders thereof, the share certificates representing
     the shares outstanding prior to the
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     filing of this Amendment shall represent such shares as reclassified,
     changed and converted following the filing of this amendment."

     SECOND:  That, at the annual meeting of the stockholders of the

corporation, duly notice and held in compliance with the provisions of

Sections 222 and 242 of the General Corporation Law of the State of

Delaware, the holders of a majority of the issued and outstanding shares of

stock of the corporation entitled to vote, voted in favor of these

amendments as adopted, pursuant to resolution, by the Board of Directors

and thus the necessary number of shares required by the statute were voted

in favor of, and consented to, the amendments.


     IN WITNESS WHEREOF, FINET HOLDINGS CORPORATION has caused this

certificate to be signed by L. Daniel Rawitch, its Chief Executive Officer,

on this 9th day of October, 1996.


                              FINET HOLDINGS CORPORATION
                           By  /s/ L. Daniel Rawitch

                               L. Daniel Rawitch,
                                   Chief Executive Officer
                         
                         
                         
                         Attest:  /s/ Jan Hoeffel
                              Jan Hoeffel, Secretary



     I hereby acknowledge that the signing of this Certificate is my act
and deed and the act and deed of the Corporation, and that the facts stated
therein are true.

     Executed under penalty of perjury on the 9th day of October, 1996.


/s/ L. Daniel Rawitch

                              L. Daniel Rawitch