Exhibit
      3.1d





FORM
      OF
      RESTATED





CERTIFICATE
      OF INCORPORATION





OF





DELTA
      MUTUAL, INC.





The
      undersigned, a natural person, for the purpose of organizing
      a corporation for conducting the business and promoting the purposes hereinafter
      stated, under the provisions and subject to the requirements of the laws of
      the
      State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and
      the
      acts amendatory thereof and supplemental thereto, and known, identified, and
      referred to as the "General Corporation Law of the State of Delaware"), hereby
      certifies that:





FIRST:
      The name of the corporation (hereinafter called the "corporation") is Delta
      Mutual, Inc.





SECOND:
      The address, including street, number, city, and county,
      of the registered office of the corporation in the State of Delaware is 1013
      Centre Road, City of Wilmington 19805, County of New Castle; and the name of
      the
      registered agent of the corporation in the State of Delaware at such address
      is
      Corporation Service Company.





THIRD:
      The nature of the business and purposes to be conducted
      and promoted by the corporation are as follows: to conduct a mortgage company.
      To conduct any lawful business, to promote any lawful purpose, and to engage
      in
      any lawful act or activity for which corporations may be organized under the
      General Corporation Law of the State of Delaware.





FOURTH:
      The total number of shares of stock which the corporation
      shall have authority to issue is Two Hundred Fifty Million (250,000,000) shares
      of Common Stock, having a par value each of One-hundredth of One Cent ($.0001)
      per share.





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





NAME
            MAILING
                ADDRESSCharles G. Youngblood
            4
                Tower Place
              Albany,
                New York 12203




SIXTH:
      The corporation is to have perpetual existence.










SEVENTH:
      Whenever a compromise or arrangement is proposed between
      this corporation and its creditors or any class of them and/or between this
      corporation and its stockholders or any class of them, any court of equitable
      jurisdiction within the State of Delaware may, on the application in a summary
      way of this corporation or of any creditor or stockholder thereof or on the
      application of any receiver or receivers appointed for this corporation under
      Section 291 of Title 8 of the Delaware Code or on the application of trustees
      in
      dissolution or of any receiver or receivers appointed for this corporation
      under
      Section 279 of Title 8 of the Delaware Code order a meeting of the
      creditors or class of creditors, and/or of the stockholders or class of stockholders
      of this corporation, as the case may be, to be summoned in such manner
      as
      the said court directs. If a majority in number representing three fourths
      in value of the creditors or class of creditors, and/or of the stockholders
      or class of stockholders of this corporation, as the case may be, agree to
      any
      compromise or arrangement and to any reorganization of this corporation
      as consequence of such compromise or arrangement, the said compromise
      or arrangement and the said reorganization shall, if sanctioned by the
      court
      to which the said application has been made, be binding on all the creditors
      or class of creditors, and/or on all the stockholders or class of stockholders,
      of this corporation, as the case may be, and also on this corporation.





EIGHTH:
      For the management of the business and for the conduct
      of the affairs of the corporation, and in further definition, limitation,
      and regulation of the powers of the corporation and of its directors and of
      its
      stockholders or any class thereof, as the case may be, it is further provided:





1.
      The
      management of the business and the conduct of the affairs of the corporation
      shall be vested in its Board of Directors. The number of directors which shall
      constitute the whole Board of Directors shall be fixed by, or in the manner
      provided in, the Bylaws. The phrase "whole Board" and the phrase "total number
      of directors" shall be deemed to have the same meaning, to wit, the total number
      of directors which the corporation would have if there were no vacancies. No
      election of directors need be by written ballot.





2.
      After
      the original or other Bylaws of the corporation have been adopted, amended,
      or repealed, as the case may be, in accordance with the provisions of Section
      109 of the General Corporation Law of the State of Delaware, and, after the
      corporation has received any payment for any of its stock, the power to adopt,
      amend, or repeal the Bylaws of the corporation may be exercised by the Board
      of
      Directors of the corporation; provided, however, that any provision for the
      classification of directors of the corporation for staggered terms pursuant
      to
      the provisions of subsection (d) of Section 141 of the General Corporation
      Law
      of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw
      adopted by the stockholders entitled to vote of the corporation unless
      provisions for such classification shall be set forth in this certificate of
      incorporation.





3.
      Whenever the corporation shall be authorized to issue only one class of stock,
      each outstanding share shall entitle the holder thereof to notice of, and the
      right to vote at, any meeting of stockholders. Whenever the corporation shall
      be
      authorized to issue more than one class of stock, no outstanding share of any
      class of stock which is denied voting power under the provisions of the
      certificate of incorporation shall entitle the holder thereof to the right
      to
      vote at any meeting of stockholders except as the provisions of paragraph (2)
      of
      subsection (b) of Section 242 of the General Corporation Law of the State of
      Delaware shall otherwise require; provided, that no share of any such class
      which is otherwise denied voting power shall entitle the holder thereof to
      vote
      upon the increase or decrease in the number of authorized shares of said
      class.









NINTH:
      The personal liability of the directors of the corporation
      is hereby eliminated to the fullest extent permitted by the provisions
      of paragraph (7) of subsection (b) of Section 102 of the General Corporation
      Law of the State of Delaware, as the same may be amended and supplemented.





TENTH:
      The corporation shall, to the fullest extent permitted
      by the provisions of Section 145 of the General Corporation Law of the State
      of
      Delaware, as the same may be amended and supplemented, indemnify any and all
      persons whom it shall have power to indemnify under said Section from and
      against any and all of the expenses, liabilities, or other matters referred
      to
      in or covered by said section, and the indemnification provided for herein
      shall
      not be deemed exclusive of any other rights to which those indemnified may
      be
      entitled under any Bylaw, agreement, vote of stockholders or disinterested
      directors or otherwise, both as to action in such person's official capacity
      and
      as to action in another capacity while holding such office, and shall continue
      as to a person who has ceased to be a director, officer, employee, or agent
      and
      shall inure to the benefit of the heirs, executors, and administrators of such
      person.





ELEVENTH:
      From time to time any of the provisions of this certificate
      of incorporation may be amended, altered, or repealed, and other provisions
      authorized by the laws of the State of Delaware at the time in force may be
      added or inserted in the manner and at the time prescribed by said laws, and
      all
      rights at any time conferred upon the stockholders of the corporation by this
      certificate of incorporation are granted subject to the provisions of this
      Article ELEVENTH.





Signed
      on
      November 17th, 1999.


/S/
                Charles G. YoungbloodCharles
                G. Youngblood, Incorporator