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                                                                     EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT TO
                      RESTATED CERTIFICATE OF INCORPORATION
                          PURSUANT TO REORGANIZATION OF
                                  LODGIAN, INC.

         Pursuant to Section 303 of the General Corporation Law of the State of
Delaware, LODGIAN, INC., a corporation duly organized and validly existing under
the General Corporation Law of the State of Delaware, does hereby certify as
follows:

                                       I.

         The name of the Corporation is LODGIAN, INC.

                                       II.

         Section 4.1 of Article IV of the certificate of incorporation is
amended to read as follows:

         Authorized Capital; Shares. The total number of shares of all classes
of stock that the Corporation shall have authority to issue is Forty Million
(40,000,000), of which Thirty Million (30,000,000) shares shall be shares of
Common Stock, par value $0.01 per share ("COMMON STOCK"), and Ten Million
(10,000,000) shares shall be shares of Preferred Stock, par value $0.01 per
share ("PREFERRED STOCK").

                                      III.

         Section 4.4 of Article IV is added to the certificate of incorporation
and shall read as follows:

         Prohibition of Non-Voting Equity Securities. Notwithstanding anything
herein to the contrary, the Corporation shall not be authorized to issue
non-voting equity securities of any class series or other designation to the
extent prohibited by Section 1123(a)(6) of Title 11 of the United States Code
(the "Bankruptcy Code"); provided, however, that the foregoing restriction shall
(i) have no further force and effect beyond that required under Section
1123(a)(6) of the Bankruptcy Code, (ii) only have such force and effect for so
long as such Section 1123(a)(6) is in effect and applies to the Corporation and
(iii) be deemed void or eliminated if required by applicable law.

                                       IV.

         Section 8.1(c)(ii) of Article VIII of the certificate of incorporation
is amended in its entirety to read as follows:

         The Board of Directors shall be elected each year at the annual meeting
of stockholders. Each director shall hold office until the annual meeting of
stockholders for the year following the year of his or her election until his or
her successor is elected and has qualified or until his or her earlier
resignation, retirement, disqualification or removal from 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 stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation or the resolution or
resolutions adopted by the Board of Directors pursuant to Section 4.2 of Article
IV hereof applicable thereto.


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                                       V.

         Pursuant to Section 303 of the General Corporation Law of the State of
Delaware, a plan of reorganization of the Corporation entitled Joint Plan of
Reorganization of Lodgian, Inc., et al. Together With the Official Committee of
Unsecured Creditors (Other than the CCA Debtors) Under Chapter 11 of the
Bankruptcy Code (the "Plan") having been filed pursuant to Chapter 11 of Title
11 of the United States Code in a proceeding under the United States Bankruptcy
Code entitled In re: Lodgian, Inc., et al., Case No. 01-16345 (the "Proceeding")
and confirmed by an order dated November 5, 2002 by the United States Bankruptcy
Court for the Southern District of New York, a court having jurisdiction over
the Proceeding (the "Order"), and such Order providing for the making and filing
of this certificate of amendment, this certificate of amendment amends the
provisions of the certificate of incorporation of the Corporation.

                         [SIGNATURES ON FOLLOWING PAGE]


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         IN WITNESS WHEREOF, the Corporation has caused this certificate of
amendment to be executed as of the 21st day of November, 2002.

                                         LODGIAN, INC.



                                         By: /s/ Daniel E. Ellis
                                             ----------------------------------
                                             Daniel E. Ellis
                                             Vice President and Secretary


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