<PAGE>
                                                                 EXHIBIT 3.1 (a)

                               Asta Funding, Inc.
                           Form 10-QSB March 31, 2002
                                 Exhibit 3.1 (a)


                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ASTA FUNDING, INC.

         Asta Funding, Inc. (the "Corporation"), a Delaware corporation, hereby
certifies as follows:

         1.       The name of the Corporation is Asta Funding, Inc.

         2.       The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of Delaware on August 2, 1995.

         3.       Article FOURTH of the Corporation's Certificate of
Incorporation is amended to read in its entirety as follows:

                  "FOURTH: The total number of shares of all classes of capital
                  stock which the Corporation has the authority to issue is
                  35,000,000 shares, consisting of 30,000,000 shares of Common
                  Stock, par value $.01 per share (the "Common Stock"), and
                  5,000,000 shares of Preferred Stock, par value $.01 per share
                  (the "Preferred Stock").

                  The following is a statement of the relative powers,
                  designations, preferences, special rights, privileges,
                  qualifications, limitations, restrictions and other matters
                  pertaining to the Common Stock and the Preferred Stock.

                  A.       Common Stock.

                  (1) General. All shares of Common Stock will be identical and
                  will entitle the holders thereof to the same rights and
                  privileges. The voting, dividend, liquidation and other rights
                  of the holders of the Common Stock are subject to, and
                  qualified by, the rights of the holders of the Preferred
                  Stock, if any.

                  (2) Voting. The holders of Common Stock will be entitled to
                  one vote per share on all matters to be voted by the
                  Corporation's stockholders, except as otherwise required by
                  law. Except as provided by law or this Certificate of
                  Incorporation, holders of Common Stock shall vote together
                  with the holders of Preferred Stock as a single class on all
                  matters. There shall be no cumulative voting.

                  (3) Dividends. Dividends may be declared and paid on the
                  Common Stock from funds lawfully available therefor if, as and
                  when determined by the Board of Directors in its sole
                  discretion, subject to provisions of law, the provisions of
                  this Certificate of Incorporation, and the relative rights and
                  preferences of any shares of Preferred Stock authorized and
                  issued hereunder.

                  (4) Liquidation. In the event of any liquidation, dissolution
                  or winding up of the affairs of the Corporation, the holders
                  of the Common Stock shall be entitled, subject to the rights
                  and preferences, if any, of any holders of shares of Preferred
                  Stock authorized and issued hereunder, to share, ratably in
                  proportion to the number of shares of Common Stock held by
                  them, in the remaining assets of the Corporation available for
                  distribution to its stockholders.
<PAGE>

                  B.       Preferred Stock.

                  The board of directors is authorized to issue the Preferred
                  Stock from time to time in one or more classes or series
                  thereof, each such class or series to have voting powers (if
                  any), conversion (if any), designations, preferences and
                  relating, participating, optional or other special rights, and
                  such qualifications, limitations or restrictions thereof, as
                  shall be determined by the board of directors and stated and
                  expressed in a resolution or resolutions thereof providing for
                  the issuance of such Preferred Stock."

         4. This Certificate of Amendment to the Certificate of Incorporation of
the Corporation has been duly adopted in accordance with Section 242 of the
General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, Asta Funding, Inc. has caused this certificate to
be signed by Gary Stern, its President, on the 7th day of May, 2002.


                                                     ASTA FUNDING, INC.


                                                     By: /s/ Gary Stern
                                                         -----------------------
                                                         Gary Stern, President