THIRD AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           OUTSOURCING SOLUTIONS INC.

                  Outsourcing   Solutions  Inc.,  a  corporation  organized  and
existing under the laws of the State of Delaware, hereby certifies as follows:

                  1. The name of the  corporation is Outsourcing  Solutions Inc.
(the "Corporation"). The Corporation was originally incorporated as OSI Holdings
Corp. in the State of Delaware on the 21st day of September,  1995 pursuant to a
Certificate of  Incorporation  filed with the Secretary of State of the State of
Delaware on that date.

                  2.  This   Third   Amended   and   Restated   Certificate   of
Incorporation  amends and  restates  the Amended  and  Restated  Certificate  of
Incorporation of the Corporation  filed with the Secretary of State of the State
of Delaware on February  15, 1996,  as amended on October 11,  1996.  This Third
Amended  and  Restated  Certificate  of  Incorporation  has been  adopted by the
Corporation  and by its  stockholders  pursuant to  Sections  242 and 245 of the
General Corporation Law of the State of Delaware.

                  3. On  December 7, 1998,  Directors  of the  Corporation  duly
adopted  resolutions  authorizing the following amendment and restatement of the
Certificate of Incorporation  of the  Corporation,  declaring such amendment and
restatement to be advisable and in the best interests of the Corporation and its
stockholders  and  authorizing  the  appropriate  officers  to  solicit  written
consents  of  the  stockholders  of  the  Corporation  in  accordance  with  the
provisions  of  Section  228 of the  General  Corporation  Law of the  State  of
Delaware. Thereafter, pursuant to resolutions of the Board of Directors, in lieu
of a meeting and vote of holders of the Corporation's common stock and preferred
stock,  stockholders  holding a majority of the issued and outstanding shares of
common  stock of the  Corporation  and  holders of a majority  of the issued and
outstanding  shares of preferred stock of the Corporation  adopted the following
amendment and restatement of the Certificate of Incorporation of the Corporation
and the  nonconsenting  stockholders  were promptly notified of such adoption in
accordance with the provisions of Section 228 of the General  Corporation Law of
the State of Delaware.

                  4.  The  text  of  Certificate  of  Incorporation,  is  hereby
restated and amended to read in its entirety as follows:

                  FIRST: The  name of  the Corporation is Outsourcing  Solutions
Inc.

                  SECOND:  The registered office of the Corporation in the State
of  Delaware  is  1013 Centre  Road,  Wilmington,  Delaware 19805, County of New
Castle.

                  The name of its  registered  agent in the State of Delaware at
such address is The Prentice-Hall Corporation System, Inc.

                  THIRD:  The purpose of the Corporation is to engage,  directly
or  indirectly,  in any lawful act or  activity  for which  corporations  may be
organized  under the  General  Corporation  Law of the State of Delaware as from
time to time in effect.

                  FOURTH: The total number of shares which the Corporation shall
have the  authority to issue is  18,250,000  shares of capital stock as follows:
1,250,000  shares of  Preferred  Stock,  no par value (the  "Preferred  Stock"),
7,500,000  shares of Voting Common Stock,  par value $.01 per share (the "Voting
Common Stock"),  7,500,000 shares of Class A Non-Voting  Common Stock, par value
$.01 per share (the "Class A Non-Voting Common Stock"),  500,000 shares of Class
B Non-Voting  Stock,  par value $.01 per share (the "Class B  Non-Voting  Common
Stock") and 1,500,000 shares of Class C Non-Voting  Common Stock, par value $.01
per share (the "Class C Non-Voting Common Stock",  and together with the Class A
Non-Voting Common Stock and the Class B Non-Voting Common Stock, the "Non-Voting
Common Stock", and the Non-Voting Common Stock,  together with the Voting Common
Stock,  the  "Common  Stock").  The  Preferred  Stock  shall be  designated  "8%
Non-Voting  Cumulative Redeemable  Exchangeable  Preferred Stock." Each share of
Preferred Stock is hereafter referred to as a "Preferred Share" and collectively
as "Preferred  Shares".  Each share of Voting Common Stock is hereafter referred
to as a "Voting Common Share" and  collectively as "Voting Common Shares".  Each
share of Class A Non-Voting Common Stock is hereafter  referred to as a "Class A
Non-Voting Common Share" and collectively as "Class A Non-Voting Common Shares".
Each share of Class B  Non-Voting  Common  Stock is  hereafter  referred to as a
"Class B Non-Voting Common Share" and collectively as "Class B Non-Voting Common
Shares".  Each share of Class C Non-Voting Common Stock is hereafter referred to
as a "Class C Non-Voting  Common Share" and  collectively as "Class C Non-Voting
Common Shares".  Each share of Non-Voting Common Stock is hereafter  referred to
as a "Non-Voting  Common Share" and collectively as "Non-Voting  Common Shares".
The Voting Common Shares and Non-Voting Common Shares are hereafter collectively
referred to as "Common Shares". The voting powers, designations, preferences and
relative participating, optional or other special rights, and qualifications, or
restrictions  thereof,  of each of the above  classes  of  capital  stock are as
follows:

                  A.  Preferred Stock.

                  1.  Voting Rights

                  The record  holders of the  issued and  outstanding  shares of
Preferred  Stock  shall  have no  voting  rights,  unless  (and then only to the
extent) otherwise expressly provided by law.

                  2.  Dividend Rights

                  (a) The  record  holders  shall  be  entitled  to  receive  in
preference  to  all  other  shareholders,  when,  as  and  if  declared  by  the
Corporation's Board of Directors or a duly authorized  committee thereof, out of
funds legally available for the payment thereof,  fully cumulative  dividends at
the annual rate of eight percent (8%) of the Liquidation  Preference (as defined
below  in  Section  3),  such  dividends  to be  payable  in  equal  semi-annual
installments  of Fifty Cents ($.50) per Preferred  Share on the day  immediately
succeeding  the last day of a Payment  Period (as such term is defined  below in
paragraph  (e) of this  Section 2) (except  that if any such date is a Saturday,
Sunday or legal holiday,  then such  dividends  shall be payable on the next day
that is not a  Saturday,  Sunday or legal  holiday)  (each a  "Dividend  Payment
Date");  provided,  however,  the Corporation  may, at its sole option,  pay any
dividends  due on each Dividend  Payment Date in additional  shares of Preferred
Stock (such dividends paid in kind being herein referred to as "PIK Dividends").

                  (b) PIK  Dividends  shall be paid by  delivering to the record
holders of Preferred Stock a number of shares of Preferred  Stock  determined by
dividing the amount of the PIK Dividend Payment which otherwise would be payable
on the Dividend  Payment Date to each respective  holder in cash (rounded to the
nearest whole cent) by the Liquidation Preference per share. The issuance of any
such PIK Dividend in such amount shall constitute full payment of such dividend.
Fractional  shares of Preferred  Stock payable as PIK Dividends shall be paid in
cash by the  Corporation.  Any  additional  shares  of  Preferred  Stock  issued
pursuant to this section  shall be subject in all  respects,  except as to issue
date and the date from which  dividends  accrue and cumulate as set forth below,
to the same terms as the shares of Preferred Stock originally issued hereunder.

                  (c)  Dividends  shall  accrue  (whether or not declared by the
Board of Directors)  during each Payment Period and be fully cumulative from the
first day of each Payment Period to the last day of such Payment Period.  In the
case of Preferred Shares issued and/or accumulated as a PIK Dividend,  dividends
shall accrue  (whether or not declared by the Board of  Directors)  and be fully
cumulative  from the Dividend  Payment Date in respect of which such shares were
issued  as a  dividend.  Dividends  shall be paid to the  holders  of  record of
Preferred  Shares at the close of business on the date specified by the Board of
Directors of the Corporation or a duly authorized  committee thereof at the time
such dividend is declared in accordance  with the Delaware  General  Corporation
Law (each of such dates being a "Record Date").  A Record Date shall not be more
than  sixty  (60)  days  prior to the  applicable  Dividend  Payment  Date.  All
dividends (whether payable in cash or in whole or in part in PIK Dividends) paid
pursuant to this paragraph  shall be paid in equal pro rata  proportions of such
cash and/or PIK Dividends to the holders entitled  thereto,  except with respect
to cash payable in lieu of PIK Dividends  otherwise payable in fractional shares
as described above.

                  (d) The  Corporation  shall not (i) declare,  pay or set aside
for payment any  dividend or other  distribution  in respect of its Junior Stock
(as defined below), or (ii) call for redemption,  redeem,  purchase or otherwise
acquire for any consideration any shares of its Junior Stock, unless, so long as
any Preferred  Shares are  outstanding,  all  dividends  accrued and unpaid with
respect to the Preferred  Shares for all Dividend  Payment  Periods ending on or
prior to the date of  payment of such  dividends  or other  distributions  on or
redemptions  of Junior Stock shall have been  authorized,  declared and paid and
all obligations of the Corporation to purchase Preferred Shares pursuant to this
paragraph have been fully  satisfied.  "Junior Stock" means Common Stock and any
other series of preferred stock of the Corporation which ranks junior to or on a
parity with the Preferred Shares.

                  (e) The term "Payment  Period" shall mean the six-month period
commencing on September 21, 1995 and each  six-month  period  thereafter  during
which any Preferred Shares are issued and outstanding.

                  3.  Rights on Liquidation and Ranking

                  In the event of the liquidation,  dissolution or winding-up of
the Corporation,  whether voluntary or involuntary (each a "Liquidation"),  each
holder of a Preferred  Share shall be entitled to receive  with  respect to such
Preferred Share, before any distribution is made to or set aside for the holders
of Junior  Stock out of the assets of the  Corporation,  whether such assets are
stated  capital or surplus of any nature,  an amount equal to Twelve Dollars and
Fifty Cents ($12.50) per Preferred Share (the  "Liquidation  Preference"),  plus
all dividends  accrued and unpaid on such  Preferred  Share on the date of final
distribution to such holder,  whether or not authorized or declared,  before any
assets shall be distributed to the holders of Junior Stock. If the assets of the
Corporation  available  for  distribution  to holders shall be  insufficient  to
permit  the  payment  in full of the amount  due the  holders  pursuant  to this
Paragraph 3, all assets of the Corporation available for distribution to holders
shall be distributed pari passu among the holders.  The fair market value of any
assets  of  the  Corporation  and  the  proportion  of  cash  and  other  assets
distributed by the Corporation to the holders shall be reasonably  determined in
good faith by a vote of the Board of  Directors  of the  Corporation.  Except as
provided  in this  paragraph,  the  holders  of  Preferred  Shares  shall not be
entitled to any distribution in the event of a Liquidation.  For the purposes of
this paragraph,  neither the  consolidation or merger of the Corporation into or
with another corporation, nor the sale of all or substantially all of the assets
of the Corporation to another  corporation or any other entity shall be deemed a
liquidation, dissolution or winding-up of the affairs of the Corporation.

                  4.  Redemption Rights

                  (a) To the  extent  that  the  Corporation  shall  have  funds
legally available therefor,  the Corporation may, at its option, at any time and
from time to time, redeem all or any portion of the outstanding Preferred Shares
(each a "Redemption") for a sum equal to Twelve Dollars and Fifty Cents ($12.50)
per  Preferred  Share  plus an amount in cash  equal to all  accrued  and unpaid
dividends on such shares  through the date fixed by the Board of  Directors  for
such  redemption (a "Redemption  Date"),  whether or not authorized and declared
(such sum being referred to as the "Redemption Price").

                  (b)  Notice of  Redemption.  Not more than sixty (60) nor less
than ten (10) days prior to the  Redemption  Date,  the  Corporation  shall give
written notice ("Redemption Notice") of a Redemption specifying the date of such
Redemption,  to each holder of Preferred Shares to be redeemed at its address as
it appears on the stock records of the  Corporation by deposit  thereof in first
class U.S. mail,  postage prepaid.  The Corporation shall transfer to an account
designated  by each holder of a Preferred  Share to be redeemed  the  Redemption
Price thereof by wire transfer in  immediately  available  funds upon receipt by
the  Corporation  at its  principal  office of a  certificate  representing  the
applicable  Preferred  Share (or, at the option of such holder,  an affidavit of
lost certificate and indemnity  therefor) duly endorsed in blank for transfer to
the Corporation.

                  (c)  Selection  of Shares.  The  Corporation  shall select the
Preferred  Shares to be redeemed in any  Redemption  in which not all  Preferred
Shares are able to be redeemed  pursuant to this paragraph so that the Preferred
Shares of each holder selected for Redemption  shall bear the same proportion to
the  total  Preferred  Shares  owned by that  holder  as the  proportion  of all
Preferred  Shares  selected  for  Redemption  bears  to the  total  of all  then
outstanding  Preferred  Shares,  but  adjusted  as  determined  by the  Board of
Directors to avoid the redemption of fractional Preferred Shares.  Notice having
been  given as  provided  above,  if, on the date  fixed for  Redemption,  funds
necessary  for the  redemption  shall be available  therefor and shall have been
irrevocably  deposited  or set aside in trust for the  holders of the  Preferred
Shares, then,  notwithstanding that the certificates  representing any shares so
called for redemption shall not have been surrendered, dividends with respect to
the shares so called shall cease to accrue after the date fixed for  redemption,
such shares will no longer be deemed  outstanding,  the  holders  thereof  shall
cease to be  stockholders  of the  Corporation  and all rights  whatsoever  with
respect to the shares so called for redemption  (except the right of the holders
to receive  the  Redemption  Price  without  interest  upon  surrender  of their
certificates  therefor)  shall  terminate.  If funds legally  available for such
purpose are not sufficient for redemption of the Preferred Shares to be redeemed
pursuant to a Redemption,  then the certificates  representing such shares shall
be deemed not to be  surrendered,  such shares shall remain  outstanding and the
rights of holders of shares of Preferred Stock  thereafter  shall continue to be
only those of a holder of Preferred Shares. Should any Preferred Shares required
to be  redeemed  under the terms of any  redemption  not be  redeemed  solely by
reason of limitations  imposed by law, the applicable  Preferred Shares shall be
redeemed on the earliest possible date thereafter that the applicable  Preferred
Shares may be redeemed to the maximum  extent  permitted  by law.  Except as set
forth above,  the Board of  Directors  shall  prescribe  the manner in which any
Redemption shall be effected.

                  5.  Exchange of Preferred Stock.

                  (a) Each holder of Preferred  Shares shall have the right,  at
its option,  at any time after September 20, 1996, to exchange any or all of the
Preferred  Shares  held by them for the  same  number  of  Common  Shares.  Each
exchange  of  Preferred  Shares  for  Common  Shares  shall be  effected  by the
surrender  of the  certificates  representing  the shares to be exchanged at the
principal  office of the  Corporation at any time during normal  business hours,
together with a written notice by the holder of such Preferred  Shares,  stating
that such holder desires to exchange the Preferred Shares, or a stated number of
Preferred  Shares,  represented by such certificate or certificates  into Common
Shares.  Such  exchange  will be deemed to have been effected as of the close of
business on the date on which the certificate or certificates  representing  the
Preferred  Shares to be exchanged have been  surrendered at the principal office
of the Corporation,  and at such time the rights of the holders of the exchanged
Preferred Shares will cease and the person or persons in whose name or names the
certificate  or  certificates  for  Common  Shares  are to be  issued  upon such
exchange  will be deemed to have  become  the holder or holders of record of the
shares of Common Stock  represented  thereby.  Promptly after such surrender and
the receipt of such written notice,  the  Corporation  will issue and deliver in
accordance with the  surrendering  holder's  instructions (a) the certificate or
certificates  for the  Common  Shares  issuable  upon  such  exchange  and (b) a
certificate  representing  any Preferred  Shares which were  represented  by the
certificate or certificates delivered to the Corporation in connection with such
exchange but which were not exchanged.

                  (b) The  Corporation  shall  at all  times  reserve  and  keep
available,  out of its  authorized but unissued  capital  stock,  solely for the
purpose of  effecting  the  exchange of the  Preferred  Stock,  a full number of
shares of Common  Stock  then  issuable  upon the  exchange  of all  outstanding
Preferred  Stock.  Upon the exchange of any  Preferred  Shares,  such  Preferred
Shares shall be retired and shall not be reissued.

                  6. Ranking of Stock of the Corporation. Any stock of any class
or classes of the Corporation shall be deemed to rank:

                  (a) On a  parity  with  the  Preferred  Shares,  either  as to
dividends  or upon  liquidation,  whether or not the  dividend  rates,  dividend
payment  dates or  redemption  or  liquidation  prices per share or sinking fund
provisions,  if any, are different  from those of the Preferred  Shares,  if the
holders of such stock  shall be  entitled  to the  receipt  of  dividends  or of
amounts  distributable  upon  Liquidation  in  proportion  to  their  respective
dividend rates or liquidation prices,  without preference or priority,  one over
the other, as between the holders of such stock and the holders of the Preferred
Stock; and

                  (b) Junior to the Preferred Shares,  either as to dividends or
upon  liquidation,  if such class shall be Common Stock or if the holders of the
Preferred  Stock  shall be  entitled  to  receipt  of  dividends  or of  amounts
distributable  upon  Liquidation  or upon  redemption,  as the case  may be,  in
preference or priority to the holders of shares of such class or classes.

                  7. Transfers of Preferred Shares. The Preferred Shares may not
be sold,  assigned  or  transferred  by the holders  without  the prior  written
consent  of  the  Corporation  and  each  holder  of  Preferred  Shares,  and by
acceptance of any  Preferred  Shares,  the holder agrees not to sell,  assign or
transfer such shares without such consent.

                  B.  Common Stock.

                  1. Dividend Rights.  Subject to the preferential rights of the
Preferred  Shares,  the  Board  of  Directors  of the  Corporation  may,  in its
discretion,  out of funds legally  available for the payment of dividends and at
such times and in such manner as determined  by the Board of Directors,  declare
and pay dividends on the Common Shares of the Corporation.

                  No dividend (other than a dividend in capital stock ranking on
a parity  with the  Common  Shares  or cash in lieu of  fractional  shares  with
respect to such stock dividend) shall be declared or paid on any share or shares
of any class of stock or series  thereof  ranking  on a parity  with the  Common
Shares in respect of payment of dividends  for any dividend  period unless there
shall have been  declared,  for the same  dividend  period,  like  proportionate
dividends on all shares of Common Shares then outstanding.

                  As and when dividends are declared or paid thereon, whether in
cash,  property  or  securities  of the  Corporation,  the holders of the Voting
Common  Shares and of the  Non-Voting  Common  Shares  will be entitled to share
ratably,  on a share for share basis, in such dividends,  provided,  that (i) if
dividends  are declared  which are payable in Voting Common Shares or Non-Voting
Common Shares,  dividends will be declared which are payable at the same rate on
both classes of stock and the dividends  payable in Voting Common Shares will be
payable to holders of such shares and the dividends payable in Non-Voting Common
Shares  will be  payable to  holders  of such  shares and (ii) if the  dividends
consist of other voting securities of the Corporation,  (a) the Corporation will
make  available  to each holder of Class A  Non-Voting  Common  Shares,  at such
holder's  request,   dividends  consisting  of  non-voting   securities  of  the
Corporation which are otherwise identical to the voting securities and which are
convertible into or exchangeable for such voting securities on the same terms as
the Class A Non-Voting  Common Shares are convertible into Voting Common Shares,
(b) the  Corporation  will make  available  to each holder of Class B Non-Voting
Common  Shares,  at such holder's  request,  dividends  consisting of non-voting
securities  of the  Corporation  which are  otherwise  identical  to the  voting
securities  and which  are  convertible  into or  exchangeable  for such  voting
securities  on the same  terms  as the  Class B  Non-Voting  Common  Shares  are
convertible  into  Voting  Common  Shares,  and (c) the  Corporation  will  make
available to each holder of Class C Non-Voting  Common Shares,  at such holder's
request,  dividends consisting of non-voting securities of the Corporation which
are otherwise  identical to the voting securities and which are convertible into
or  exchangeable  for such  voting  securities  on the same terms as the Class C
Non-Voting Common Shares are convertible into Voting Common Shares.

                  2.  Rights on  Liquidation.  In the event of any  liquidation,
dissolution,  distribution of assets or winding up of the  Corporation,  whether
voluntary or  involuntary  (collectively,  a  "Liquidation"),  after  payment or
provision for payment of the debts and other  liabilities of the Corporation and
the setting aside for payment of any  preferential  amount due to the holders of
any other class or series of stock (including,  without limitation,  the holders
of  Preferred  Shares),  the  holders  of  Common  Shares  (including,   without
limitation,  the Voting Common Shares and the Non-Voting  Common Shares) and any
other  class of stock or series  thereof  ranking  on a parity  with the  Common
Shares in respect of distributions  on Liquidation  shall be entitled to receive
ratably on a share for share  basis,  any or all assets  remaining to be paid or
distributed.

                  3. Voting Rights.  Except as may be otherwise required by law,
all voting rights shall be vested in the Voting Common Shares and each holder of
Voting  Common Shares shall have one vote in respect of each Voting Common Share
held by such holder on all matters to be voted upon by the  stockholders  of the
Corporation.  The holders of the Non-Voting Shares will have no right to vote on
any matters to be voted on by the  stockholders  of the  Corporation;  provided,
that the holders of the Non-Voting Common Shares shall have the right to vote as
a  separate  class  on  (i)  any  merger,  consolidation,   recapitalization  or
reconsolidation  of the Corporation  that would adversely  affect the rights and
preferences  of the  Non-Voting  Common Shares in a manner which does not affect
all holders of Common  Shares  equally,  (ii) any  amendment to this Amended and
Restated  Certificate of  Incorporation or the By-Laws of this  Corporation,  as
such may be amended from time to time,  that would  adversely  affect the rights
and  preferences  of the holders of  Non-Voting  Common Shares in a manner which
does not affect all holders of Common Shares  equally and (iii) any other matter
on which the  Non-Voting  Common Shares are required to vote as a class pursuant
to the General Corporation Law of the State of Delaware.

                  4.  Conversion.

                  (a)  Conversion of Class A Non-Voting  Common  Shares;  Voting
Common Shares. Each record holder of Voting Common Shares is entitled to convert
any or all of such  holder's  Voting  Common  Shares  into  the same  number  of
Non-Voting  Common  Shares and each record  holder of Class A Non-Voting  Common
Shares is  entitled to convert any or all of such  holder's  Class A  Non-Voting
Common Shares into the same number of Voting  Common Shares or other  Non-Voting
Common  Shares,  in each case upon one (1) business  day's written notice to the
Corporation  by any  such  record  holder  specifying  the  number  of  Class  A
Non-Voting  Common Shares to be so converted.  Upon receipt of such notice,  the
Corporation shall take all such action as is necessary to effect such conversion
in a timely manner.  Notwithstanding  the failure of the Corporation to take any
action  required  by the  preceding  sentence,  the  conversion  shall be deemed
effective at 5:00 p.m.  Atlanta,  Georgia time on the business day following the
giving of such  notice and the  Voting  Shares or Class A  Non-Voting  Shares so
converted  will be  deemed  to be in all  respects  Non-Voting  Shares or Voting
Shares,  as the case may be, of the Corporation with all privileges  appurtenant
thereto.

                  (b) Conversion of Class B Non-Voting Stock.

                  (i)  In  connection  with  the  occurrence  (or  the  expected
occurrence) of any Class B Conversion  Event (as defined below),  each holder of
Class B  Non-Voting  Common  Shares  shall be entitled to convert  into an equal
number  of  shares  of Voting  Common  Shares  any or all of the  shares of such
holder's Class B Non-Voting Common Shares being distributed, disposed of or sold
by such holder in such Class B Conversion Event.

                  (ii) For  purposes of this Section  4(b),  "Class B Conversion
Event" shall mean (A) any public  offering or public sale of the Common Stock of
the Corporation (including a public offering registered under the Securities Act
of 1933 (the "1933 Act") or a public sale pursuant to Rule 144 of the Securities
and  Exchange  Commission  or any similar  rule then in force);  (B) any sale of
Class B Non-Voting  Common Shares to a person or a group of persons  (within the
meaning of the  Securities  Exchange Act of 1934, as amended (the "1934 Act") or
the Bank Holding Company Act of 1956, as amended (the "BHC Act")), provided that
(1) such sale does not  constitute  more than two  percent  (2%) of any class of
voting  securities  of the  Corporation  and (2) such person or group of persons
does not own,  control or have the right to acquire five percent (5%) or more of
any class of voting  securities of the Corporation as a result of such sale; (C)
any sale of Class B  Non-Voting  Shares  to a person  or group of  persons  by a
holder of Class B  Non-Voting  Common  Shares if such person or group of persons
already  owns or has  negotiated  to  purchase at least a majority of the Common
Stock  without  reliance on such sale;  or (D) a sale of the  securities  of the
Corporation by the MDC Entities (as such term is defined below)  pursuant to the
provisions  of Section 2.3 of the Amended and Restated  Stockholders  Agreement,
dated as of February 16, 1996, by and among the Corporation and the stockholders
party  thereto.  Notwithstanding  anything in the foregoing to the contrary,  no
sale which would  otherwise  constitute a Class B Conversion  Event  pursuant to
this clause (D) shall  constitute a Class B Conversion  Event if such sale is to
the MDC  Entities  and  their  Related  Persons  or if any  sale of the  Class B
Non-Voting  Shares in connection  with such sale violates any applicable laws or
regulations,  including,  without  limitation,  Section 4 of the BHC Act and any
regulations  or orders  issued by the Board of Governors of the Federal  Reserve
System thereunder.  For purposes of this paragraph,  the term (1) "MDC Entities"
shall mean, collectively,  McCown De Leeuw & Co. III, L.P., a California limited
partnership,  McCown  De Leeuw & Co.  Offshore  (Europe)  III,  L.P.,  a Bermuda
limited  partnership,  McCown De Leeuw & Co. III (Asia), L.P., a Bermuda limited
partnership,  and Gamma Fund, LLC, a California limited liability  company,  (2)
"Related  Person" shall mean with respect to any person which is a  partnership,
any partnership with the same controlling general partner as such person and any
of the partners of such person which receive  capital  stock of the  Corporation
upon a distribution to any such partners by any such person, and with respect to
any person which is a corporation or limited liability company, any Affiliate of
such person so long as such Affiliate is a partnership, a corporation, a limited
liability company or a trust and (3) "Affiliate" shall mean, with respect to any
person, any other person directly or indirectly  controlling or controlled by or
under direct or indirect common control with such specified person.

                  (iii) Each holder of Class B Non-Voting Common Shares shall be
entitled  to convert  shares of Class B  Non-Voting  Common  Stock into an equal
number  of  shares  of  Voting  Common  Stock in  connection  with  any  Class B
Conversion Event if such holder reasonably believes that such Class B Conversion
Event shall be consummated, and a written request for conversion from any holder
of Class B Non-Voting  Common  Shares to the  Corporation  stating such holder's
reasonable  belief  that a  Class  B  Conversion  Event  shall  occur  shall  be
conclusive  and shall obligate the  Corporation  to effect such  conversion in a
timely  manner so as to enable each such holder to  participate  in such Class B
Conversion Event. The Corporation shall not cancel the Class B Non-Voting Common
Shares so converted before the tenth day following such Class B Conversion Event
and shall reserve such shares until such tenth day for  reissuance in compliance
with the next  sentence.  If any Class B Non-Voting  Common Shares are converted
into Voting Common Shares in connection with a Class B Conversion Event and such
Voting Common Shares are not actually  distributed,  disposed of or sold in such
Class B Conversion Event, such Voting Common Shares shall be promptly  converted
back into the same number of Class B Non-Voting Common Shares.

                  (c) Conversion of Class C Non-Voting Common Stock.

                  (i)  In  connection  with  the  occurrence  (or  the  expected
occurrence  of any Class C Conversion  Event,  each holder of Class C Non-Voting
Common  Shares  shall be entitled to convert  into an equal  number of shares of
Voting Common Stock any or all of the shares of such holder's Class C Non-Voting
Common Stock being distributed, disposed of or sold by such holder in connection
with such Class C Conversion Event.

                  (ii) For purposes of this Section  4(c), a "Class C Conversion
Event" shall mean (a) any public  offering or public sale of the Common Stock of
the Corporation  (including a public offering registered under the 1933 Act or a
public sale pursuant to Rule 144 of the  Securities  and Exchange  Commission or
any  similar  rule  then in  force),  (b)  any  sale  of the  securities  of the
Corporation to a person or group of persons (within the meaning of the 1934 Act,
if, after such sale,  such person or group of persons in the aggregate would own
or control  securities  which possess in the aggregate the ordinary voting power
to elect a majority of the Corporation's directors,  provided that such sale has
been approved by the  Corporation's  Board of Directors or a committee  thereof,
(c) a merger, consolidation or similar transaction involving the Corporation if,
after such transaction,  a person or group of persons (within the meaning of the
1934 Act) would own or control  securities  which  possess in the  aggregate the
ordinary  voting  power  to  elect a  majority  of the  surviving  corporation's
directors, provided that such transaction has been approved by the Corporation's
Board of Directors or a committee  thereof,  and (d) a sale of the securities of
the  Corporation  by the MDC Entities (as such term is defined in clause (b)(ii)
above  pursuant to the  provisions  of Section  2.3 of the Amended and  Restated
Stockholders  Agreement,  dated  as of  February  16,  1996,  by and  among  the
Corporation and the stockholders party thereto.  Notwithstanding anything in the
foregoing to the contrary,  no sale which would  otherwise  constitute a Class C
Conversion  Event  pursuant to clauses (b), (c) or (d) above shall  constitute a
Class C Conversion  Event if such sale is to the MDC Entities and their  Related
Persons. For purposes of this paragraph, the term (A) "person" shall include any
natural  person  and  any  corporation,   partnership,   joint  venture,  trust,
unincorporated  organization and any other entity or organization,  (B) "Related
Person" shall have the meaning  assigned to such term in clause  (b)(ii)  above,
and (C)  "Affiliate"  shall  have the  meaning  assigned  to such term in clause
(b)(ii) above.

                  (iii) Each holder of Class C Non-Voting Common Shares shall be
entitled  to convert  shares of Class C  Non-Voting  Common  Stock into an equal
number  of  shares  of  Voting  Common  Stock in  connection  with  any  Class C
Conversion Event if such holder reasonably believes that such Class C Conversion
Event shall be consummated, and a written request for conversion from any holder
of Class C Non-Voting  Common  Stock to the  Corporation  stating such  holder's
reasonable  belief  that a  Class  C  Conversion  Event  shall  occur  shall  be
conclusive  and shall obligate the  Corporation  to effect such  conversion in a
timely  manner so as to  enable  each such  holder to  participate  in a Class C
Conversion  Event.  The  Corporation  shall  not  cancel  the  shares of Class C
Non-Voting Common Stock so converted before the tenth day following such Class C
Conversion  Event  and  shall  reserve  such  shares  until  such  tenth day for
reissuance  in  compliance  with the next  sentence.  If any Class C  Non-Voting
Common Shares are converted into Voting Common Stock in connection  with a Class
C  Conversion  Event and such  shares of Voting  Common  Stock are not  actually
distributed,  disposed of or sold in such Class C Conversion  Event, such shares
of Voting Common Stock shall be promptly  converted back into the same number of
shares of Class C Non-Voting Common Stock.

                  (d) Conversion Procedure.

                  (i) Unless  otherwise  provided  herein,  each  conversion  of
shares of one class of Common  Stock  into  shares of the other  class of Common
Stock will be effected  by the  surrender  of the  certificate  or  certificates
representing  the Common Shares to be converted at the  principal  office of the
Corporation at any time during normal  business  hours,  together with a written
notice by the holder of such Common Shares  stating that such holder  desires to
convert  such  Common  Shares,  or  a  stated  number  of  such  Common  Shares,
represented  by such  certificate(s)  into  shares of the other  class of Common
Shares. Unless otherwise provided herein, each conversion will be deemed to have
been  effected  as  of  the  close  of  business  on  the  date  on  which  such
certificate(s)  have been surrendered and such notice has been received,  and at
such time the  rights of the holder of the  converted  Voting  Common  Shares or
Non-Voting  Common Shares, as the case may be, as such holder will cease and the
person or  persons  in whose  name or names the  certificate(s)  for  Non-Voting
Common Shares or Voting Common Shares are to be issued upon such conversion will
be deemed to have  become  the  holder or  holders  of record of the  Non-Voting
Common Shares or Voting Common Shares represented thereby.

                  (ii)  Promptly  after the  surrender of  certificates  and the
receipt of written notice,  the Corporation will issue and deliver in accordance
with the  surrendering  holder's  instructions  (a) the  certificate(s)  for the
Voting Common Shares or Non-Voting  Common Shares  issuable upon such conversion
and (b) a certificate representing any Voting Common Shares or Non-Voting Common
Shares that was represented by the  certificate(s)  delivered to the Corporation
in connection with such conversion but that was not converted.

                  (iii) The issuance of  certificates  for Voting  Common Shares
upon  conversion of Non-Voting  Common Shares and for  Non-Voting  Common Shares
upon  conversion  of Voting  Common  Shares will be made  without  charge to the
holders of such  shares for any  issuance  tax in respect  thereof or other cost
incurred by the  Corporation in connection  with such conversion and the related
issuance of Voting Common Shares or Non-Voting  Common  Shares,  as the case may
be.

                  (iv)  The  Corporation  will at all  times  reserve  and  keep
available out of its  authorized  but unissued  Voting Common Shares and Class A
Non-Voting Common Shares, solely for the purpose of issuance upon the conversion
of  the  Voting  Common  Shares  and  the  Class  A  Non-Voting  Common  Shares,
respectively,  such number of Voting Common Shares and Class A Non-Voting Common
Shares as are issuable  upon the  conversion  of all  outstanding  Voting Common
Shares and Class A Non-Voting  Common  Shares,  respectively.  All Common Shares
which are so issuable will, when issued, be duly and validly issued,  fully paid
and  nonassessable and free from all taxes,  liens and charges.  The Corporation
will take all such  actions as may be  necessary  to assure that all such Common
Shares may be so issued without  violation of any applicable law or governmental
regulation or any  requirements of any domestic  securities  exchange upon which
Common Shares may be listed (except for official  notices of issuance which will
be immediately transmitted by the Corporation upon issuance).

                  (v) The  Corporation  will not  close its  books  against  the
transfer of Common  Shares in any manner which would  interfere  with the timely
conversion of any Common Shares.

                  5. Stock Splits.  If the Corporation in any manner  subdivides
or  combines  the  outstanding  shares  of  one  class  of  Common  Shares,  the
outstanding  shares of the other class of Common Shares will be  proportionately
subdivided or combined in a similar manner.

                  6.  Notices.  All notices  referred to in this Article  FOURTH
shall be in writing,  shall be  delivered  personally,  by facsimile or by first
class  mail,  postage  prepaid,  and shall be deemed to have been  given when so
delivered  or mailed  to the  Corporation  at its  principal  office  and to any
stockholder  at such holder's  address as it appears in the stock records of the
Corporation  (unless otherwise  specified in a written notice to the Corporation
by such holder).

                  7.  Amendment  and  Waiver.  No  amendment  or  waiver  of any
provision  of  paragraph  4 of  this  Article  FOURTH,  Section  (B) or of  this
paragraph 7 shall be effective without the prior approval of both the holders of
a majority of the Voting  Common Shares then  outstanding,  voting as a separate
class,  and the  holders  of a  majority  of the  affected  class or  classes of
Non-Voting Common Shares then outstanding, each voting as a separate class.

                  FIFTH:  The name and mailing address of the incorporator is as
follows:

                  Name                                   Mailing Address

         James M. Cahillane                    1155 Avenue of the Americas
                                               New York, New York  10036

                  SIXTH: The business of the Corporation  shall be managed under
the direction of the Board of Directors except as otherwise provided by law. The
number of Directors of the  Corporation  shall be fixed from time to time by, or
in the manner  provided  in, the By-Laws.  Election of Directors  need not be by
written ballot unless the By-Laws of the Corporation shall so provide.

                  SEVENTH: The Board of Directors may make, alter or  repeal the
By-Laws  of the Corporation  except as otherwise provided in the By-Laws adopted
by the Corporation's stockholders.

                  EIGHTH:  The Directors of the  Corporation  shall be protected
from personal liability,  through  indemnification or otherwise,  to the fullest
extent  permitted under the General  Corporation Law of the State of Delaware as
from time to time in effect.

                  1. A Director of the Corporation  shall under no circumstances
have any personal  liability to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director except for those breaches and
acts or omissions with respect to which the General Corporation Law of the State
of  Delaware,  as from  time to  time  amended,  expressly  provides  that  this
provision  shall not  eliminate or limit such  personal  liability of Directors.
Neither the modification or repeal of this paragraph 1 of Article EIGHTH nor any
amendment  to said  General  Corporation  Law that  does  not  have  retroactive
application  shall limit the right of Directors  hereunder to  exculpation  from
personal  liability for any act or omission  occurring  prior to such amendment,
modification or repeal.

                  2. The  Corporation  shall indemnify each Director and Officer
of the Corporation to the fullest extent  permitted by applicable law, except as
may be  otherwise  provided in the  Corporation's  By-Laws,  and in  furtherance
hereof the Board of Directors is expressly authorized to amend the Corporation's
By-Laws from time to time to give full effect hereto,  notwithstanding  possible
self  interest  of  the  Directors  in  the  action  being  taken.  Neither  the
modification  or repeal of this  paragraph 2 of Article EIGHTH nor any amendment
to the  General  Corporation  Law of the  State of  Delaware  that does not have
retroactive  application  shall  limit the right of  Directors  and  Officers to
indemnification hereunder with respect to any act or omission occurring prior to
such modification, amendment or repeal.

                  NINTH:  The  Corporation  reserves the right to amend,  alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



<PAGE>




                  IN WITNESS WHEREOF, said Outsourcing Solutions Inc. has caused
this  Amended and Restated Certificate of Incorporation of Outsourcing Solutions
Inc. to be  executed by its  officer  thereunto duly authorized this __th day of
_____________, 1998.

                  OUTSOURCING SOLUTIONS INC.

                  By: /s/ David E. King

                        Name:  David E. King
                        Title: Secretary