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                                                                    EXHIBIT 3.1

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        BANYAN MORTGAGE INVESTMENT FUND

                                   ARTICLE I

        The name of the corporation is Legend Properties, Inc.

                                   ARTICLE II

        The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of Newcastle,
Delaware. The name of its registered agent at such address is The Corporation
Trust Company.

                                  ARTICLE III

        The nature of the business or purposes to be conducted or promoted by
the corporation is to acquire, directly or indirectly, interests in real estate
and in general to engage in any lawful activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

        A.  CLASS OF STOCK.  The total number of shares of capital stock which
the corporation shall have authority to issue is 105,000,000 shares, of which
5,000,000 shares shall be preferred stock, $.01 par value, and 100,000,000
shares shall be common stock, $.01 par value. Upon the filing of this Amended
and Restated Certificate of Incorporation (the "Restated Certificate"), every
twenty-five shares of outstanding common stock shall be automatically
reclassified, changed and converted into one share of common stock. No
fractional shares of common stock shall be issued upon such conversion, but in
lieu thereof, the corporation shall pay a cash adjustment in respect of any
such fractional interest in an amount equal to the fractional interest
multiplied by the average closing price of a share of common stock for the five
days preceding the corporation's 1995 Annual Meeting. Unless otherwise
requested by the holders thereof, the share certificates representing the shares
outstanding prior to the filing of the Restated Certificate shall represent
such shares as reclassified, changed and converted following the filing of the
Restated Certificate.

        The class of capital stock of the corporation designated common stock
shall have: (i) full voting rights, with one vote represented by each share of
stock; (ii) rights to payment of dividends without preference if, as, and when
declared by the Board of Directors of the corporation; and (iii) rights to
liquidation distributions of the corporation's assets without preference after
payment of preferential liquidation distributions, if any.

        B.  RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK.  The
Preferred Stock authorized by this Restated Certificate may be issued from time
to time in one or more series. The Board of Directors is hereby authorized, to
fix or alter the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them, and to increase or
decrease the number of shares of any series subsequent to the issue of shares
of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.

                                   ARTICLE V

        (A) The number of directors constituting the entire Board shall be
fixed from time to time as provided in the Bylaws or amendments thereof duly
authorized by the Board of Directors or by the stockholders.

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        (B) Election of Directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.


                                   ARTICLE VI

        The Board of Directors of the corporation is expressly authorized to
make, alter or repeal bylaws of the corporation, but the stockholders may make
additional bylaws and may alter or repeal any bylaw whether adopted by them or
otherwise.


                                  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 liability (i) for any breach of the Director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the Director derived
any improper personal benefit. If the General Corporation Law of the State of
Delaware is hereafter amended to authorize, with the approval of a
corporation's stockholders, further reductions in the liability of the
corporation's directors for breach of fiduciary duty, then a Director of the
corporation shall not be liable for any such breach to the fullest extent
permitted by the General Corporation Law of the State of Delaware as so
amended. Any repeal or modification of the foregoing provisions of this Article
VIII by the stockholders of the corporation shall not adversely affect any
right or protection of a Director of the corporation existing at the time of
such repeal or modification.


                                  ARTICLE VIII

        To the fullest extent permitted by applicable law, this corporation is
authorized to provide indemnification of (and advancement of expenses to) such
agents (and any other persons to which Delaware law permits this corporation to
provide indemnification) through Bylaw provisions, agreements with such agents
or other persons, vote of stockholder or disinterested directors or otherwise,
in excess of the indemnification and advancement otherwise permitted by Section
145 of the General Corporation Law of the State of Delaware, subject only to
limits created by applicable Delaware law (statutory or non-statutory), with
respect to actions for breach of duty to this corporation, its stockholders,
and others. Any repeal or modification of any of the foregoing provisions of
this Article IX shall not adversely affect any right or protection of a
director, officer, agent or other person existing at the time of, or increase
the liability of any director of this corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification.