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                                                                     EXHIBIT 3.3



        AUTOBOND ACCEPTANCE CORPORATION


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                          CERTIFICATE OF DESIGNATION OF
                     15% SERIES A CUMULATIVE PREFERRED STOCK
                          AND FIXING DISTRIBUTIONS AND
                   OTHER PREFERENCES AND RIGHTS OF SUCH SERIES

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        AutoBond Acceptance Corporation, a Texas corporation, having its
principal office in Austin, Texas (the "Corporation"), hereby certifies to the
Secretary of State of the State of Texas that:

        Pursuant to authority expressly vested in the Board of Directors of the
Corporation by the Articles of Incorporation of the Corporation (the "Articles
of Incorporation"), the Board of Directors has duly adopted resolutions
authorizing the creation and issuance of up to One Million One Hundred Fifty
Thousand (1,150,000) shares of 15% Series A Cumulative Preferred Stock, no par
value, with a liquidation preference of Ten Dollars ($10.00) per share, and
determining the preferences, rights, powers, limitations, qualifications and
restrictions, as follows:

        Section 1. Number of Shares and Designation. This series of Preferred
Stock, no par value, shall be designated as 15% Series A Cumulative Preferred
Stock (the "Series A Preferred Stock"), and the number of shares which shall
constitute such series shall be 1,150,000 shares.

        Section 2. Definitions. For purposes of the Series A Preferred Stock,
the following terms shall have the meanings indicated below:

        "Act" shall mean the Securities Act of 1933, as amended.

        "Affiliate" of a person means a person that directly, or indirectly
        through one or more intermediaries, controls or is controlled by, or is
        under common control with, the person specified.

        "Board of Directors" shall mean the Board of Directors of the
        Corporation or any committee authorized by such Board of Directors to
        perform any of its responsibilities with respect to the Series A
        Preferred Stock.

        "Business Day" shall mean any day other than a Saturday, Sunday or a day
        on which state or federally chartered banking institutions in New York,
        New York are not required to be open.

        "Call Date" shall have the meaning set forth in paragraph (b) of Section
        5 hereof.

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        "Common Stock" shall mean the common stock, no par value, of the
        Corporation or such shares of the Corporation's capital stock into which
        such Common Stock shall be reclassified.

        "Current Market Price" of publicly traded shares of Common Stock or any
        other class or series of capital stock or other security of the
        Corporation or of any similar security of any other issuer for any day
        shall mean the last reported sale price, regular way on such day, or, if
        no sale takes place on such day, the reported closing bid price, regular
        way on such day, in either case as reported on the American Stock
        Exchange ("AMEX") or, if such security is not listed or admitted for
        trading on the AMEX, on the principal national securities exchange on
        which such security is listed or admitted for trading or, if not listed
        or admitted for trading on any national securities exchange, on the
        Nasdaq National Market of the National Association of Securities
        Dealers, Inc. Automated Quotation System ("NASDAQ") or, if such security
        is not quoted on the Nasdaq National Market, the closing bid price on
        such day in the over-the-counter market as reported by NASDAQ, or, if
        the bid price for such security on such day shall not have been reported
        through NASDAQ, the bid price on such day as furnished by any AMEX
        member firm regularly making a market in such security selected for such
        purpose by the Chief Executive Officer or the Board of Directors or if
        any class or series of securities are not publicly traded, the fair
        value of the shares of such class as determined reasonably and in good
        faith by the Board of Directors of the Corporation.

        "Dividend Payment Date" shall mean, with respect to each Dividend
        Period, the last day of March, June, September and December, in each
        year, commencing on June 30, 1998; provided, however, that if any
        Dividend Payment Date falls on any day other than a Business Day, the
        dividend payment due on such Dividend Payment Date shall be paid on the
        Business Day immediately following such Dividend Payment Date.

        "Dividend Periods" shall mean quarterly dividend periods commencing on
        January 1, April 1, July 1 and October 1 of each year and ending on and
        including the day preceding the first day of the next succeeding
        Dividend Period (other than the initial Dividend Period, which shall
        commence on the Issue Date and end on and include June 30, 1998).

        "Fair Market Value" shall mean the average of the daily Current Market
        Price of a share of Common Stock during five (5) consecutive Trading
        Days ending not later than the day in question.

        "Funds Available for Distribution" shall mean funds from operations (net
        income, computed in accordance with generally accepted accounting
        principles excluding gains or losses from debt restructuring and sales
        of property, plus depreciation and amortization) minus non-revenue
        generated capital expenditures and debt principal amortization, as
        determined by the Board of Directors on a basis consistent with the
        policies and practices adopted by the Corporation for reporting publicly
        its results of operations and financial condition.

        "Issue Date" shall mean February 23, 1998.

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        "Junior Stock" shall mean the Common Stock and any other class or series
        of capital stock of the Corporation over which the shares of Series A
        Preferred Stock have preference or priority in the payment of dividends
        or in the distribution of assets on any liquidation, dissolution or
        winding up of the Corporation.

        "Parity Stock" shall have the meaning set forth in paragraph (b) of
        Section 7 hereof.

        "Permitted Common Stock Cash Distributions" means cash dividends and
        cash distributions paid on Common Stock after December 31, 1997 not in
        excess of the sum of the Corporation's cumulative undistributed net
        earnings at December 31, 1997, plus the cumulative amount of Funds
        Available for Distribution after December 31, 1997, minus the cumulative
        amount of dividends accumulated, accrued or paid on the Series A
        Preferred Stock or any other class of Preferred Stock after January 1,
        1998.

        "Person" shall mean any individual, partnership, corporation or other
        entity and shall include the successor (by merger or otherwise) of such
        entity.

        "Series A Preferred Stock" shall have the meaning set forth in Section 1
        hereof.

        "Set apart for payment" shall be deemed to include, without any action
        other than the following, the recording by the Corporation in its
        accounting ledgers of any accounting or bookkeeping entry which
        indicates, pursuant to a declaration of dividends or other distribution
        by the Board of Directors, the allocation of funds to be so paid on any
        series or class of capital stock of the Corporation; provided, however,
        that if any funds for any class or series of Junior Stock or any class
        or series of Parity Stock are placed in a separate account of the
        Corporation or delivered to a disbursing, paying or other similar agent,
        then "set apart for payment" with respect to the Series A Preferred
        Stock shall mean placing such funds in a separate account or delivering
        such funds to a disbursing, paying or other similar agent.

        "Trading Day," as to any securities, shall mean any day on which such
        securities are traded on the AMEX or, if such securities are not listed
        or admitted for trading on the AMEX, on the principal national
        securities exchange on which such securities are listed or admitted or,
        if such securities are not listed or admitted for trading on any
        national securities exchange, on the Nasdaq National Market or, if such
        securities are not quoted on the Nasdaq National Market, in the
        securities market in which such securities are traded.

        "Transfer Agent" means American Stock Transfer and Trust Company or such
        other U.S. bank or trust company with aggregate capital, surplus and
        undivided profits, as shown on its last published report, of at least
        $25,000,000 as may be designated by the Board of Directors or their
        designee as the transfer agent for the Series A Preferred Stock.


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        Section 3.    Dividends.

               (a) The holders of Series A Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors out of funds legally
available for that purpose, cumulative dividends payable in cash in an amount
per share of Series A Preferred Stock equal to $1.50 per annum. Such dividends
shall be cumulative from the Issue Date, whether or not in any Dividend Period
or Periods such dividends shall be declared or there shall be funds of the
Corporation legally available for the payment of such dividends, and shall be
payable quarterly on the Dividend Payment Dates, commencing on the first
Dividend Payment Date after the Issue Date. Each such dividend shall be payable
to the holders of record of the Series A Preferred Stock, as they appear on the
stock records of the Corporation at the close of business on a record date which
shall be not more than sixty (60) days prior to the applicable Dividend Payment
Date. Accumulated, accrued and unpaid dividends for any past Dividend Periods
may be declared and paid at any time, without reference to any regular Dividend
Payment Date, to holders of record on such date, which date shall not precede by
more than forty-five (45) days the payment date thereof, as may be fixed by the
Board of Directors. The amount of accumulated, accrued and unpaid dividends on
any share of Series A Preferred Stock, or fraction thereof, at any date shall be
the amount of any dividends thereon calculated at the applicable rate to and
including such date, whether or not earned or declared, which have not been paid
in cash.

               (b) The amount of dividends payable per share of Series A
Preferred Stock for each Dividend Period shall be computed by dividing the
annual dividend by four (4). The amount of dividends payable per share of Series
A Preferred Stock for the initial Dividend Period, or any other period shorter
or longer than a full Dividend Period, shall be computed ratably on the basis of
twelve (12) 30-day months and a 360-day year. Holders of Series A Preferred
Stock shall not be entitled to any dividends, whether payable in cash, property
or stock, in excess of cumulative dividends, as herein provided on the Series A
Preferred Stock. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series A Preferred
Stock that may be in arrears.

               (c) So long as any of the shares of Series A Preferred Stock are
outstanding, no dividends, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment by the Corporation,
or other distribution of cash or other property declared or made directly or
indirectly by the Corporation or any affiliate or any person acting on behalf of
the Corporation or any of its affiliates with respect to any class or series of
Parity Stock for any period unless dividends equal to the full amount of
accumulated, accrued and unpaid dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof have
been or contemporaneously are set apart for such payment on the Series A
Preferred Stock for all Dividend Periods terminating on or prior to the Dividend
Payment Date with respect to such class or series of Parity Stock. When
dividends are not paid in full or a sum sufficient for such payment is not set
apart, as aforesaid, all dividends declared upon the Series A Preferred Stock
and all dividends declared upon any other class or series of Parity Stock shall
be declared ratably in proportion to the respective amounts of dividends
accumulated,


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accrued and unpaid on the Series A Preferred Stock and accumulated, accrued and
unpaid on such Parity Stock.

               (d) So long as any of the shares of Series A Preferred Stock are
outstanding, no dividends (other than dividends or distributions paid in shares
of, or options, warrants or rights to subscribe for or purchase shares of,
Junior Stock) shall be declared or paid or set apart for payment by the
Corporation, or other distribution of cash or other property declared or made
directly or indirectly by the Corporation or any affiliate or any person acting
on behalf of the Corporation or any of its affiliates with respect to any shares
of Junior Stock, nor shall any shares of Junior Stock be redeemed, purchased or
otherwise acquired (other than a redemption, purchase or other acquisition of
Common Stock made for purposes of an employee incentive or benefit plan of the
Corporation or any subsidiary) for any consideration (or any moneys be paid to
or made available for a sinking-fund for the redemption of any shares of any
such stock) directly or indirectly by the Corporation or any affiliate or any
person acting on behalf of the Corporation or any of its affiliates (except by
conversion into or exchange for Junior Stock), nor shall any other cash or other
property otherwise be paid or distributed to or for the benefit of any holder of
shares of Junior Stock in respect thereof, directly or indirectly, by the
Corporation or any affiliate or any person acting on behalf of the Corporation
or any of its affiliates unless in each case (i) the full cumulative dividends
(including all accumulated, accrued and unpaid dividends) on all outstanding
shares of Series A Preferred Stock and any other Parity Stock of the Corporation
shall have been paid or such dividends have been declared and set apart for
payment for all past Dividend Periods with respect to the Series A Preferred
Stock and all past Dividend Periods with respect to such Parity Stock, and (ii)
sufficient funds shall have been paid or set apart for the payment of the full
dividend for the current Dividend Period with respect to the Series A Preferred
Stock and the current Dividend Period with respect to such Parity Stock.

        Section 4.    Liquidation Preference.

               (a) In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for the holders of Junior Stock, the holders of shares
of Series A Preferred Stock shall be entitled to receive Ten Dollars ($10.00)
per share of Series A Preferred Stock, plus an amount equal to all dividends
(whether or not earned or declared) accumulated, accrued and unpaid thereon to
the date of final distribution to such holders; but such holders shall not be
entitled to any further payment. Until the holders of the Series A Preferred
Stock have been paid the liquidation preference in full, no payment will be made
to any holder of Junior Stock upon the liquidation, dissolution or winding up of
the Corporation. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation, or proceeds thereof, distributable
among the holders of Series A Preferred Stock shall be insufficient to pay in
full the preferential amount aforesaid and liquidating payments on any other
shares of any class or series of Parity Stock, then such assets, or the proceeds
thereof, shall be distributed among the holders of Series A Preferred Stock and
any such other Parity Stock ratably in the same proportion as the respective
amounts that would be payable on such Series A Preferred Stock and any such
other Parity Stock if all amounts payable thereon were paid in full. For the
purposes of this Section 4, (i) a consolidation or merger of the Corporation

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with one or more corporations, (ii) a sale or transfer of all or substantially
all of the Corporation's assets, or (iii) a statutory share exchange shall not
be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.

               (b) Subject to the rights of the holders of any shares of Parity
Stock, upon any liquidation, dissolution or winding up of the Corporation, after
payment shall have been made in full to the holders of Series A Preferred Stock
and any Parity Stock, as provided in this Section 4, any other series or class
or classes of Junior Stock shall, subject to the respective terms thereof, be
entitled to receive any and all assets remaining to be paid or distributed, and
the holders of the Series A Preferred Stock and any Parity Stock shall not be
entitled to share therein.

        Section 5.    Redemption at the Option of the Corporation.

               (a) Shares of Series A Preferred Stock shall not be redeemable by
the Corporation prior to February 23, 2001. On or after February 23, 2001, the
Corporation, at its option, may redeem one-sixth (1/6) of the shares of Series A
Preferred Stock each year:

                      (i) in such number (X) of authorized but previously
        unissued shares of Common Stock such that

                                   $10/Series A Preferred share
                      X =          ----------------------------
                                     .85 ($Y/Common share),

        where Y equals the average of the closing sale prices per share of the
        Common Stock on AMEX for the five (5) Trading Days prior to the Call
        Date; or

                      (ii) out of funds legally available therefor, in cash at a
        redemption price equal to Ten Dollars ($10.00) per share of Series A
        Preferred Stock, plus an amount equal to all accumulated, accrued and
        unpaid dividends, if any, to the Call Date, whether or not earned or
        declared.

               (b) Shares of Series A Preferred Stock shall be redeemed by the
Corporation on the date specified in the notice to holders required under
paragraph (d) of this Section 5 (the "Call Date"). The Call Date shall be
selected by the Corporation, shall be specified in the notice of redemption and
shall be thirty (30) days after the date notice of redemption is sent by the
Corporation. Immediately prior to authorizing any redemption of the Series A
Preferred Stock, and as a condition precedent for such redemption, the
Corporation, by resolution of its Board of Directors, shall declare a mandatory
dividend on the Series A Preferred Stock payable in cash on the Call Date in an
amount equal to all accumulated, accrued and unpaid dividends as of the Call
Date on the Series A Preferred Stock to be redeemed, which amount shall be added
to the redemption price. If the Call Date falls after a dividend payment record
date and prior to the corresponding Dividend Payment Date, then each holder of
Series A Preferred Stock at the close of business on such dividend payment
record date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such
shares prior to such Dividend Payment Date. Except as provided above, the
Corporation shall

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make no payment or allowance for accumulated or accrued dividends on shares of
Series A Preferred Stock called for redemption or on the shares of Common Stock
issued upon such redemption.

               (c) If full cumulative dividends on all outstanding shares of
Series A Preferred Stock have not been paid or declared and set apart for
payment, no shares of Series A Preferred Stock may be redeemed unless all
outstanding shares of Series A Preferred Stock are simultaneously redeemed and
neither the Corporation nor any affiliate of the Corporation may purchase or
acquire shares of Series A Preferred Stock, otherwise than pursuant to a
purchase or exchange offer made on the same terms to all holders of shares of
Series A Preferred Stock.

               (d) If the Corporation shall redeem shares of Series A Preferred
Stock pursuant to paragraph (a) of this Section 5, notice of such redemption
shall be given to each holder of record of the shares to be redeemed. Such
notice shall be provided by first class mail, postage prepaid, at such holder's
address as the same appears on the stock records of the Corporation, or by
publication in The Wall Street Journal or The New York Times, or, if neither
such newspaper is then being published, any other daily newspaper of national
circulation, thirty (30) days prior to the Call Date. If the Corporation elects
to provide such notices by publication, it shall also promptly mail notice of
such redemption to the holders of the shares of Series A Preferred Stock to be
redeemed. Neither the failure to mail any notice required by this paragraph (d),
nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the sufficiency of the notice or the validity of the proceedings
for redemption with respect to the other holders. Any notice which was mailed in
the manner herein provided shall be conclusively presumed to have been duly
given on the date mailed whether or not the holder receives the notice. Each
such mailed or published notice shall state, as appropriate: (1) the Call Date;
(2) the number of shares of Series A Preferred Stock to be redeemed and, if
fewer than all such shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (3) whether redemption will be for
shares of Common Stock pursuant to paragraph (a)(i) of this Section 5 or for
cash pursuant to paragraph (a)(ii) of this Section 5, and, if redemption will be
for Common Stock, the number of shares of Common Stock to be issued with respect
to each share of Series A Preferred Stock to be redeemed; (4) the place or
places at which certificates for such shares are to be surrendered for
certificates representing shares of Common Stock; and (5) that dividends on the
shares of Series A Preferred Stock to be redeemed shall cease to accrue on such
Call Date except as otherwise provided herein. Notice having been published or
mailed as aforesaid, from and after the Call Date (unless the Corporation shall
fail to issue and make available at the office of the Transfer Agent the number
of shares of Common Stock and/or amount of cash necessary to effect such
redemption, including all accumulated, accrued and unpaid dividends to the Call
Date, whether or not earned or declared), (i) except as otherwise provided
herein, dividends on the shares of Series A Preferred Stock so called for
redemption shall cease to accumulate or accrue on the shares of Series A
Preferred Stock called for redemption (except that, in the case of a Call Date
after a dividend record date and prior to the related Dividend Payment Date,
holders of Series A Preferred Stock on the dividend record date will be entitled
on such Dividend Payment Date to receive the dividend payable on such shares),
(ii) said shares shall no longer be deemed to be outstanding, and (iii) all
rights of the holders thereof as holders of Series A Preferred Stock of the
Corporation shall cease (except the rights to

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receive the shares of Common Stock and/or cash payable upon such redemption,
without interest thereon, upon surrender and endorsement of their certificates
if so required and to receive any dividends payable thereon). The Corporation's
obligation to provide shares of Common Stock and/or cash in accordance with the
preceding sentence shall be deemed fulfilled if, on or before the Call Date, the
Corporation shall deposit with a bank or trust company (which may be an
affiliate of the Corporation) that has an office in the Borough of Manhattan,
the City of New York, or in Dallas, Texas, and that has, or is an affiliate of a
bank or trust company that has, a capital and surplus of at least $25,000,000,
such number of shares of Common Stock and such amount of cash as is necessary
for such redemption, in trust, with irrevocable instructions that such shares of
Common Stock and/or cash be applied to the redemption of the shares of Series A
Preferred Stock so called for redemption. In the case of any redemption pursuant
to paragraph (a)(i) of this Section 5, at the close of business on the Call
Date, each holder of shares of Series A Preferred Stock to be redeemed (unless
the Corporation defaults in the delivery of the shares of Common Stock or cash
payable on such Call Date) shall be deemed to be the record holder of the number
of shares of Common Stock into which such shares of Series A Preferred Stock are
to be converted at redemption, regardless of whether such holder has surrendered
the certificates representing the shares of Series A Preferred Stock to be so
redeemed. No interest shall accrue for the benefit of the holders of shares of
Series A Preferred Stock to be redeemed on any cash so set aside by the
Corporation. Subject to applicable escheat laws, any such cash unclaimed at the
end of two (2) years from the Call Date shall revert to the general funds of the
Corporation, after which reversion the holders of shares of Series A Preferred
Stock so called for redemption shall look only to the general funds of the
Corporation for the payment of such cash.

               As promptly as practicable after the surrender in accordance with
said notice of the certificates for any such shares so redeemed (properly
endorsed or assigned for transfer, if the Corporation shall so require and if
the notice shall so state), such certificates shall be exchanged for
certificates representing shares of Common Stock and/or any cash (without
interest thereon) for which such shares have been redeemed in accordance with
such notice. If fewer than all the outstanding shares of Series A Preferred
Stock are to be redeemed, shares to be redeemed shall be selected by the
Corporation from outstanding shares of Series A Preferred Stock not previously
called for redemption by lot or, with respect to the number of shares of Series
A Preferred Stock held of record by each holder of such shares, pro rata (as
nearly as may be) or by any other method as may be determined by the Board of
Directors in its discretion to be equitable. If fewer than all the shares of
Series A Preferred Stock represented by any certificate are redeemed, then a new
certificate representing the unredeemed shares shall be issued without cost to
the holders thereof.

               (e) In the case of any redemption pursuant to paragraph (a)(i) of
this Section 5, no fractional shares of Common Stock or scrip representing
fractions of shares of Common Stock shall be issued upon redemption of the
shares of Series A Preferred Stock. Instead of any fractional interest in a
share of Common Stock that would otherwise be deliverable upon redemption of
shares of Series A Preferred Stock, the Corporation shall pay to the holder of
such share an amount in cash (computed to the nearest cent) based upon the
Current Market Price of the Common Stock on the Trading Day immediately
preceding the Call Date. If more than one share shall be surrendered for
redemption at one time by the same holder, the number of full

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shares of Common Stock issuable upon redemption thereof shall be computed on the
basis of the aggregate number of shares of Series A Preferred Stock so
surrendered.

               (f) In the case of any redemption pursuant to paragraph (a)(i) of
this Section 5, the Corporation covenants that any shares of Common Stock issued
upon redemption of shares of Series A Preferred Stock shall be validly issued,
fully paid and non-assessable. The Corporation shall use its best efforts to
list, subject to official notice of issuance, the shares of Common Stock
required to be delivered upon any such redemption of shares of Series A
Preferred Stock, prior to such redemption, upon each national securities
exchange or automated quotation system, if any, upon which the outstanding
shares of Common Stock are listed or quoted at the time of such delivery.

               The Corporation shall take any action necessary to ensure that
any shares of Common Stock issued upon the redemption of Series A Preferred
Stock are freely transferable and not subject to any resale restrictions under
the Act, or any applicable state securities or blue sky laws (other than any
shares of Common Stock issued upon redemption of any Series A Preferred Stock
which are held by an "affiliate" (as defined in Rule 144 under the Act) of the
Corporation).

        Section 6. Series A Preferred Stock To Be Retired. All shares of Series
A Preferred Stock which shall have been issued and reacquired in any manner by
the Corporation shall be restored to the status of authorized, but unissued
shares of Preferred Stock, without designation as to series. The Corporation may
also retire any unissued shares of Series A Preferred Stock, and such shares
shall then be restored to the status of authorized but unissued shares of
Preferred Stock, without designation as to series.

        Section 7. Ranking. Any class or series of capital stock of the
Corporation shall be deemed to rank:

               (a) prior or senior to the Series A Preferred Stock, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, if the holders of such class or series shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Series A Preferred Stock;

               (b) on a parity with the Series A Preferred Stock, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof be different from
those of the Series A Preferred Stock, if the holders of such class of stock or
series and the Series A Preferred Stock shall be entitled to the receipt of
dividends and of amounts distributable upon liquidation, dissolution or winding
up in proportion to their respective amounts of accrued and unpaid dividends per
share or liquidation preferences, without preference or priority of one over the
other ("Parity Stock"); and

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               (c) junior to the Series A Preferred Stock, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, if such stock or series shall be Common Stock or if the holder of
Series A Preferred Stock shall be entitled to receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of shares of such class or series
("Junior Stock").

        Section 8. Voting.

               (a) The affirmative vote of the holders of two-thirds (2/3) of
the votes entitled to be cast by holders of the Series A Preferred Stock then
outstanding, voting as a single class, in person or by proxy, either in writing
without a meeting or by vote at any meeting called for the purpose, will be
required in order to amend the Articles of Incorporation or Bylaws to affect
materially and adversely the rights, preferences or voting power of the holders
of the Series A Preferred Stock or to authorize, create or increase the
authorized amount of, any class of stock having rights prior or senior to the
Series A Preferred Stock with respect to the payment of dividends or amounts
upon liquidation, dissolution or winding up or change any provision of the
Articles of Incorporation or Bylaws that relate to the Board of Directors or the
election of directors or approve any merger or consolidation involving the
Corporation or a sale of all or substantially all of the assets of the
Corporation. However, the Corporation may create additional classes, shares or
series of Parity Stock with the consent of the holders of a majority of the
outstanding shares of Series A Preferred Stock, and may create classes of Junior
Stock, increase the authorized number of shares of Junior Stock and issue
additional series of Junior Stock without the consent of any holder of Series A
Preferred Stock.

               (b) If and whenever two (2) quarterly dividends (whether or not
consecutive) payable on the Series A Preferred Stock or any series or class of
Parity Stock shall be in arrears (which shall, with respect to any such
quarterly dividend, mean that any such dividend has not been paid in full),
whether or not earned or declared, the number of directors then constituting the
Board of Directors shall be increased by three (3), and the holders of shares of
Series A Preferred Stock shall be entitled to elect the three (3) additional
directors to serve on the Board of Directors, by the vote of a plurality of the
votes cast by the holders of the Series A Preferred Stock at an annual meeting
of stockholders or special meeting held in place thereof, or at a special
meeting of the holders of the Series A Preferred Stock called as hereinafter
provided. Whenever all arrears in dividends on the Series A Preferred Stock then
outstanding shall have been paid and dividends thereon for the current quarterly
dividend period shall have been paid or declared and set apart for payment, then
the right of the holders of the Series A Preferred Stock to elect such
additional three (3) directors shall cease (but subject always to the same
provision of the vesting of such voting rights in the case of any similar future
arrearages in two (2) quarterly dividends), and the terms of office of all
persons elected as directors by the holders of the Series A Preferred Stock
shall forthwith terminate and the number of the Board of Directors shall be
reduced accordingly. At any time after such voting power shall have been so
vested in the holders of Series A Preferred Stock, the Secretary of the
Corporation shall, and upon the written request of any holder of Series A
Preferred Stock (addressed to the Secretary at the principal office of the
Corporation), call a special meeting of the holders of the Series A Preferred
Stock for the election of the three (3) directors to be elected by them as
herein provided, such call to be made by notice

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similar to that provided in the Bylaws of the Corporation for a special meeting
of the stockholders or as required by law. If any such special meeting required
to be called, as above provided, shall not be called by the Secretary within
twenty (20) days after receipt of any such request, then any holder of Series A
Preferred Stock may call such meeting, upon the notice above provided, and for
that purpose shall have access to the stock books of the Corporation. The
directors elected at any such special meeting shall hold office until the next
annual meeting of the stockholders or special meeting held in lieu thereof if
such office shall not have previously terminated as above provided. If any
vacancy shall occur among the directors elected by the holders of the Series A
Preferred Stock, a successor shall be elected by the Board of Directors, upon
the nomination of the then remaining directors elected by the holders of the
Series A Preferred Stock or the successors of such remaining directors, to serve
until the next annual meeting of the stockholders or special meeting held in
place thereof if such office shall not have previously terminated as above
provided. Notwithstanding the foregoing, the total number of directors elected
by the holders of Series A Preferred Stock and the Representative (as defined in
the Underwriting Agreement relating to the Series A Preferred Stock) shall not
exceed three (3).

               So long as any shares of Series A Preferred Stock are
outstanding, the number of directors of the Corporation shall at all times be
such that the exercise by the holders of shares of Series A Preferred Stock of
the right to elect directors under the circumstance provided in this Section
8(b) will not contravene any provisions of the Texas Business Corporation Act or
the Articles of Incorporation.

               For purposes of the foregoing provisions of this Section 8, each
share of Series A Preferred Stock shall have one (1) vote per share. Except as
otherwise required by applicable law or as set forth herein, the holders of the
Series A Preferred Stock shall not have any voting rights and powers, and the
approval or consent of the holders thereof shall not be required for the taking
of any corporate action.

        Section 9. Record Holders. The Corporation and the Transfer Agent may
deem and treat the record holder of any share of Series A Preferred Stock as the
true and lawful owner thereof for all purposes, and neither the Corporation nor
the Transfer Agent shall be affected by any notice to the contrary.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed as of February 17, 1998.


AUTOBOND ACCEPTANCE CORPORATION

By: /s/ Adrian Katz
    -------------------------------------
Title: Chief Operating Officer


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