EXHIBIT 3.8

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          HOLIDAY RV SUPERSTORES, INC.



Sherrie Smith hereby certifies that:

         1. The original name of this corporation is Holiday RV Superstores,
Inc. and that the date of filing the original Certificate of Incorporation of
this corporation with the Secretary of the State of Delaware is October 19,
1999.

         2. She is the incorporator of Holiday RV Superstores, Inc., a Delaware
corporation.

         3. The Certificate of Incorporation of this corporation is hereby
amended and restated to read as follows:

         FIRST:  The name of the Corporation is:  Holiday RV Superstores, Inc.

         SECOND: The address of the registered office of the Corporation in the
State of Delaware shall be at Corporation Service Company, 1013 Centre Road,
City of Wilmington, County of New Castle, Delaware 19805. The name and address
of the Corporation's registered agent in the State of Delaware is Corporation
Service Company, 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware 19805.

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

         FOURTH:

                  1. The total number of shares of stock which the Corporation
shall have authority to issue is Twenty-Five Million (25,000,000) shares,
consisting of Twenty-Three Million (23,000,000) shares of Common Stock, par
value $.01 per share (the "Common Stock"), and Two Million (2,000,000) shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock").

                  2. Shares of Preferred Stock may be issued from time to time
in one or more series as may be established from time to time by resolution of
the Board of Directors of the Corporation (the "Board of Directors"), each of
which series shall consist of such number of shares and have such distinctive
designation or title as shall be fixed by resolution of the Board of Directors
prior to the issuance of any shares of such series. Each such class or series of
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be



<PAGE>

stated in such resolution of the Board of Directors providing for the issuance
of such series of Preferred Stock. The Board of Directors is further authorized
to increase or decrease (but not below the number of shares of such class or
series then outstanding) the number of shares of any series subsequent to the
issuance of shares of that series.

         FIFTH: In furtherance and not in limitation of the powers conferred by
statute and subject to Article Sixth hereof, the Board of Directors is expressly
authorized to adopt, repeal, rescind, alter or amend in any respect the Bylaws
of the Corporation (the "Bylaws").

         SIXTH: Notwithstanding Article Fifth hereof, the Bylaws may be adopted,
rescinded, altered or amended in any respect by the stockholders of the
Corporation, but only by the affirmative vote of the holders of not less than a
majority of the voting power of all outstanding shares of voting stock
regardless of class and voting together as a single voting class.

         SEVENTH: The business and affairs of the Corporation shall be managed
by and under the direction of the Board of Directors. Except as may otherwise be
provided pursuant to Section 2 of Article Fourth hereof in connection with
rights to elect additional directors under specified circumstances which may be
granted to the holders of any series of Preferred Stock, the exact number of
directors of the Corporation shall be determined from time to time by a Bylaw or
amendment thereto provided that the number of directors shall not be reduced to
less than three (3), except that there need be only as many directors as there
are stockholders in the event that the outstanding shares are held of record by
fewer than three (3) stockholders. Elections of directors need not be by written
ballot unless the Bylaws of the Corporation shall so provide.

         EIGHTH:

                  1. The directors, other than those who may be elected pursuant
to Section 2 of Article Fourth hereof in connection with rights to elect such
additional directors under specified circumstances which may be granted to the
holders of any series of Preferred Stock, shall be classified with respect to
the time for which they severally hold office into three classes, as nearly
equal in number as possible, and designated as Class I, Class II and Class III,
commencing at the first annual meeting of stockholders after the effective date
of this Certificate of Incorporation under Section 103 of the Delaware General
Corporation Law (hereinafter, the "First Meeting"). The directors first
appointed to Class I at the First Meeting shall hold office for a term expiring
at the annual meeting of the stockholders immediately following the First
Meeting; the directors first appointed to Class II shall hold office for a term
expiring at the second annual meeting of the stockholders following the First
Meeting; and the directors first appointed to Class III shall hold office for a
term expiring at the third annual meeting of the stockholders following the
First Meeting. Members of each class shall hold office until their successors
are elected and qualified or until such member's death, resignation or removal.
Thereafter, at each succeeding annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election, and until their successors are elected and qualified or until their
death, resignation or removal. Notwithstanding the foregoing, if at the time of
any annual meeting of stockholders, the Corporation is prohibited by applicable
law from having a classified Board of Directors, all of the directors shall be
elected at such annual meeting for a one


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<PAGE>

year term only. If at the time of any subsequent annual meeting of stockholders
the Corporation is no longer prohibited by applicable law from having a
classified Board of Directors, the Board of Directors shall again be classified
in accordance with the first sentence of this paragraph, and at such annual
meeting directors initially elected shall be elected to serve in either Class I,
Class II or Class III to hold office for a term expiring at the first, second or
third succeeding annual meeting of the stockholders, respectively; thereafter
successors to each Class shall be elected in the accordance with the fourth
sentence of this paragraph. No decrease in the authorized number of directors
shall shorten the term of any incumbent director; and additional directors,
elected pursuant to Section 2 of Article Fourth hereof in connection with rights
to elect such additional directors under specified circumstances which may be
granted to the holders of any series of Preferred Stock, shall not be included
in any class, but shall serve for such term or terms and pursuant to such other
provisions as are specified in the resolution of the Board of Directors
establishing such series.

                  2. Any stockholder proposals and nominations for the election
of a director by a stockholder shall be delivered to the Corporate Secretary of
the Corporation no less than ninety (90) days nor more than one hundred twenty
(120) days in advance of the first anniversary of the Corporation's annual
meeting held in the prior year, provided, however, in the event the Corporation
shall not have had an annual meeting in the prior year, such notice shall be
delivered no less than ninety (90) days nor more than one hundred twenty (120)
days in advance of March 15 of the current year. Such stockholder nominations
must contain (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director at the annual meeting: (w) the name, age,
business address and residence address of the proposed nominee, (x) the
principal occupation or employment or the proposed nominee, (y) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by the proposed nominee, and (z) any other information relating to the
proposed nominee that is required to be disclosed in solicitations for proxies
for election of directors pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended; and (b) as to the stockholder giving notice of nominees
for election at the annual meeting, (x) the name and record address of the
stockholder, and (y) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder.

         NINTH: Except as may otherwise be provided pursuant to Section 2 of
Article Fourth hereof in connection with rights to elect additional directors
under specified circumstances which may be granted to the holders of any series
of Preferred Stock, newly created directorships resulting from any increase in
the number of directors, or any vacancies on the Board of Directors resulting
from death, resignation, removal or other causes, shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified or until such director's death, resignation or
removal, whichever first occurs.

         TENTH: Except for such additional directors as may be elected by the
holders of any series of Preferred Stock pursuant to the terms thereof
established by a resolution of the Board of Directors pursuant to Article Fourth
hereof, any director may be removed from office with or without cause and only
by the affirmative vote of the holders of not less than 50% of the voting power
of all


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<PAGE>

outstanding shares of voting stock entitled to vote in connection with the
election of such director regardless of class and voting together as a single
voting class.

         ELEVENTH: Meetings of stockholders of the Corporation may be held
within or without the State of Delaware, as the Bylaws may provide. The books of
the Corporation may be kept (subject to any provision of applicable law) outside
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.

         TWELFTH: For the purposes of this Certificate of Incorporation, the
terms "affiliate," "associate," "control," "interested stockholder," "owner,"
"person" and "voting stock" shall have the meanings set forth in Section 203(c)
of the Delaware General Corporation Law.

         THIRTEENTH: The provisions set forth in this Article Thirteenth and in
Articles Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth and Eleventh hereof
may not be repealed, rescinded, altered or amended in any respect, and no other
provision or provisions may be adopted which impair(s) in any respect the
operation or effect of any such provision, except by the affirmative vote of the
holders of a majority of the voting power of all outstanding shares of voting
stock regardless of class and voting together as a single voting class, and,
where such action is proposed by an interested stockholder or by any associate
or affiliate of an interested stockholder, the affirmative vote of the holders
of a majority of the voting power of all outstanding shares of voting stock,
regardless of class and voting together as a single class, other than shares
held by the interested stockholder which proposed (or the affiliate or associate
of which proposed) such action, or any affiliate or associate of such interested
stockholder.

         FOURTEENTH: The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained in this
Certificate in the manner now or hereafter prescribed by applicable law, and all
rights conferred on stockholders herein are granted subject to this reservation.
Notwithstanding the preceding sentence, the provisions set forth in Articles
Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh and Thirteenth may
not be repealed, rescinded, altered or amended in any respect, and no other
provision or provisions may be adopted which impair(s) in any respect the
operation or effect of any such provision, unless such action is approved as
specified in Article Thirteenth hereof.

         FIFTEENTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the Delaware General Corporation Law,
or (d) for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Delaware General Corporation Law. Any
repeal or modification of this Section by the stockholders of the Corporation
shall be prospective only and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.


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<PAGE>

         SIXTEENTH: No contract or other transaction of the Corporation with any
other person, firm or corporation, or in which this corporation is interested,
shall be affected or invalidated by: (a) the fact that any one or more of the
directors or officers of the Corporation is interested in or is a director or
officer of such other firm or corporation; or, (b) the fact that any director or
officer of the Corporation, individually or jointly with others, may be a party
to or may be interested in any such contract or transaction, so long as the
contract or transaction is authorized, approved or ratified at a meeting of the
Board of Directors by sufficient vote thereon by directors not interested
therein, to which such fact of relationship or interest has been disclosed, or
the contract or transaction has been approved or ratified by vote or written
consent of the stockholders entitled to vote, to whom such fact of relationship
or interest has been disclosed, or so long as the contract or transaction is
fair and reasonable to the Corporation. Each person who may become a director or
officer of the Corporation is hereby relieved from any liability that might
otherwise arise by reason of his contracting with the Corporation for the
benefit of himself or any firm or corporation in which he may in any way be
interested.

         SEVENTEENTH: The name and mailing address of the incorporator is
Sherrie Smith, 800 Anacapa Street, Santa Barbara, California 93101.

         4. This Restated Certificate of Incorporation has been duly approved by
the incorporator of this corporation.

         5. The Corporation has not received any payment for any of its stock
and this Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of Sections 241 and 245 of the General
Corporation Law of the State of Delaware by the incorporator of this
Corporation.

         IN WITNESS WHEREOF, Holiday RV Superstores, Inc. has caused this
Restated Certificate of Incorporation to be signed by the incorporator in Santa
Barbara, California on this 23rd day of November, 1999.


                                                HOLIDAY RV SUPERSTORES, INC.


                                                By: /s/ SHERRIE SMITH
                                                   -----------------------------
                                                    Sherrie Smith
                                                    Incorporator




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