Secretary of State                                  DOCKET NUMBER  : 971830634
Corporations Division                               CONTROL NUMBER  : 8918582
Suite 315, West Tower                               EFFECTIVE DATE  : 07/02/1997
2 Martin Luther King Jr. Dr.                        REFERENCE       : 0091
Atlanta, Georgia 30334-1530                         PRINT DATE      : 07/02/1997
                                                    FORM NUMBER     : 111

CT CORPORATION SYSTEM
PATTIE HARDY
1201 PEACHTREE STREET, NE
ATLANTA, GA 30361


                            CERTIFICATE OF AMENDMENT

I, Lewis A. Massey,  the Secretary of State and the Corporation  Commissioner of
the State of Georgia, do hereby certify under the seal of my office that


                                DENAMERICA CORP.
                         A DOMESTIC PROFIT CORPORATION


has filed  articles of amendment in the office of the Secretary of State and has
paid the required  fees as provided by Title 14 of the Official  Code of Georgia
Annotated.  Attached  hereto  is a true and  correct  copy of said  articles  of
amendment.

WITNESS  my hand and  official  seal in the  City of  Atlanta  and the  State of
Georgia on the date set forth above.




     [SEAL]

STATE OF GEORGIA                        /s/ Lewis A. Massey

                                          Lewis A. Massey
      1776                              Secretary of State
<PAGE>
                              ARTICLES OF AMENDMENT
                                       OF
                                DENAMERICA CORP.

                                       1.

                  The name of the corporation is:

                                DENAMERICA CORP.

                                       2.

                  Article II of the Articles of  Incorporation  shall be amended
in its entirety to be and read as follows:

                                   ARTICLE II

                  Section 2.1 Common Stock.  The  aggregate  number of shares of
common stock (the "Common Stock") that the Corporation  shall have the authority
to issue is 40,000,000, with $.10 par value per share. Except as required by law
or as set forth in articles of  amendment  filed with the Georgia  Secretary  of
State with respect to any series of preferred  stock issued by the  Corporation,
each share of Common  Stock  shall have one vote on each matter  submitted  to a
vote of the  shareholders  of the  Corporation.  Subject  to the  provisions  of
applicable  law and the  rights  of the  holders  of the  outstanding  shares of
Preferred Stock, if any, the holders of shares of Common Stock shall be entitled
to receive,  when and as declared by the Board of Directors of the  Corporation,
out of the assets of the Corporation  legally available  therefor,  dividends or
other  distributions,  whether  payable in cash,  property or  securities of the
Corporation. The holders of shares of Common Stock shall be entitled to receive,
in  proportion  to the number of shares of Common Stock held,  the net assets of
the Corporation upon dissolution  after any preferential  amounts required to be
paid or distributed to holders of outstanding shares of Preferred Stock, if any,
are so paid or distributed.

                  Section 2.2 Preferred Stock. The aggregate number of shares of
preferred  stock  (the  "Preferred  Stock")  that  the  Corporation  shall  have
authority  to issue is  5,000,000,  with a par  value  of $.01  per  share.  The
Preferred  Stock may be issued  from time to time by the Board of  Directors  as
shares of one or more  series.  The  description  of  shares  of each  series of
Preferred Stock, including any designations,  preferences,  conversion and other
rights,   voting   powers,   restrictions,    limitations   as   to   dividends,
qualifications,  and terms and conditions of redemption shall be as set forth in
resolutions  adopted by the Board of Directors,  and articles of amendment shall
be filed with the Georgia Secretary of State as required by law to be filed with
respect to the issuance of such  Preferred  Stock,  prior to the issuance of any
shares of such series.
<PAGE>
                  The Board of Directors is expressly  authorized,  at any time,
by adopting resolutions providing for the issuance of, or providing for a change
in the number of, shares of any particular series of Preferred Stock and, if and
to the extent from time to time required by law, by filing articles of amendment
which are  effective  without  shareholder  action,  to increase or decrease the
number of shares included in each series of Preferred  Stock,  but not below the
number  of  shares  then  issued,  and to set in any  one or more  respects  the
designations,   preferences,   conversion,   or  other  rights,  voting  powers,
restrictions,   limitations  as  to  dividends,  qualifications,  or  terms  and
conditions  of  redemption  relating  to the  shares  of each such  series.  The
authority  of the Board of  Directors  with  respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:

                  (i)        the  dividend  rate,  if  any,  on  shares  of such
                             series,  the  times of  payment  and the date  from
                             which dividends shall be accumulated,  if dividends
                             are to be cumulative;

                  (ii)       whether  the  shares  of  such   series   shall  be
                             redeemable and, if so, the redemption price and the
                             terms and conditions of such redemption;

                  (iii)      the  obligation,  if  any,  of the  Corporation  to
                             redeem shares of such series  pursuant to a sinking
                             fund;

                  (iv)       whether  shares of such series shall be convertible
                             into, or  exchangeable  for, shares of stock of any
                             other  class or classes  and,  if so, the terms and
                             conditions   of  such   conversion   or   exchange,
                             including  the price or prices or the rate or rates
                             of   conversion   or  exchange  and  the  terms  of
                             adjustment, if any;

                  (v)        whether the shares of such series shall have voting
                             rights,  in addition to the voting rights  provided
                             by law,  and,  if so,  the  extent  of such  voting
                             rights;

                  (vi)       the  rights  of the  shares  of such  series in the
                             event  of  voluntary  or  involuntary  liquidation,
                             dissolution or winding-up of the Corporation; and

                  (vii)      any other  relative  rights,  powers,  preferences,
                             qualifications, limitations or restrictions thereof
                             relating to such series.

                  Section  2.3 Shares  Acquired  by the  Corporation.  Shares of
Common Stock that have been acquired by the  Corporation  shall become  treasury
shares and may be resold or otherwise  disposed of by the  Corporation  for such
consideration,  not less than the par value  thereof,  as shall be determined by
the  Board of  Directors,  unless  or until  the  Board  of  Directors  shall by
resolution  provide that any or all treasury shares so required shall constitute
authorized but unissued  shares.  Unless  otherwise  provided in the resolutions
adopted by the Board of  
                                       2
<PAGE>
Directors  and set forth in the  articles  of  amendment  filed with the Georgia
Secretary  of State with  respect to any series of  Preferred  Stock,  shares of
Preferred Stock that have been acquired by the Corporation shall become treasury
shares and may be resold or otherwise  disposed of by the  Corporation  for such
consideration,  not less than the par value  thereof,  as shall be determined by
the  Board of  Directors,  unless  or until  the  Board  of  Directors  shall by
resolution  provide that any or all treasury shares so required shall constitute
authorized but unissued shares.

                                       3.

                  The  amendment  was adopted by the Board of  Directors  of the
Corporation on March 6, 1997 and approved by the Shareholders of the Corporation
on June 26, 1997.

                  IN WITNESS WHEREOF,  the Corporation has caused these Articles
of  Amendment  to be  executed by a duly  authorized  officer on the 26th day of
June, 1997.

                                      DENAMERICA CORP.


                                      By: /s/ William J. Howard
                                         ---------------------------
                                      Name: William J. Howard
                                           -------------------------
                                      Title: EVP & Secretary
                                            ------------------------
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