EXHIBIT 3.1

       CERTIFICATE OF INCORPORATION OF RESIDENTIAL ASSET MORTGAGE PRODUCTS,
                                      INC.



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                          CERTIFICATE OF INCORPORATION

                                       OF

                    RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

      The undersigned,  a natural person of full age, for the purpose of forming
a corporation under the General  Corporation Law of Delaware,  does hereby adopt
the following Articles of Incorporation:

                                    ARTICLE I

            The name of the  corporation  shall be  Residential  Asset  Mortgage
Products, Inc.

                                   ARTICLE II

            The registered  office of this corporation is located at Corporation
Trust Center, 1209 Orange Street,  Wilmington, New Castle County, Delaware 19801
and the registered agent at such address is The Corporation Trust Company.

                                   ARTICLE III

            The purpose for which the  corporation  is organized is to engage in
any lawful act or activity for which  corporations  may be  organized  under the
General Corporation Law of Delaware.

                                   ARTICLE IV

            The total  number of shares of stock  which this  corporation  shall
have the authority to issue is one thousand  (1,000) shares of Common Stock with
a par value of One Cent ($.01) per share.

                                    ARTICLE V

            The board of directors is  authorized  to make,  alter or repeal the
bylaws of the Corporation. Election of directors need not be by written ballot.

                                   ARTICLE VI

            The name and address of the incorporator are:

            Name                    Address

            Vera Sywenkyj           666 Fifth Avenue
                                    New York, New York 10103

            The corporation is to have perpetual existence.

                                   ARTICLE VII

            A director of the corporation  shall not be personally liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for (i)  liability  based on a breach of the duty of
loyalty to the  corporation  or the  stockholders;  (ii)  liability  for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation of law;  (iii)  liability  under  Section 174 of the Delaware  General
Corporation Law, or liability based on the payment of an improper  dividend,  or
(iv) liability for any transaction  from which the director  derived an improper
personal benefit.

            I, THE  UNDERSIGNED,  being the  incorporator  named above,  for the
purpose of forming a corporation  pursuant to the General Corporation Law of the
State of Delaware,  do make this  Certificate,  hereby  declaring and certifying
that  this  is my act and  deed  and the  facts  herein  stated  are  true,  and
accordingly have hereunto set my hand this 17th day of November, 1999.

                                         INCORPORATOR:
                                         /s/ Vera Sywenkyj




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