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                                                                     EXHIBIT 3.1


                             CREDITRUST CORPORATION

                     ARTICLES OF AMENDMENT AND RESTATEMENT


CREDITRUST CORPORATION, a Maryland corporation, having its principal office in
Baltimore County, Maryland (the "Corporation"), desires to amend and restate
its Charter as currently in effect and hereby certifies to the State Department
of Assessments and Taxation of Maryland that:

         FIRST:  The Charter of the Corporation is hereby amended by:

                 Changing and reclassifying each of the shares of Common Stock 
(without par value) of the Corporation which is issued and outstanding as of
the close of business on the effective date of this amendment into one share of
Common Stock (par value $0.01 per share) and by transferring from the account
designated "Common Stock" to an account designated "Capital Surplus" $.99 for
each share of Common Stock outstanding immediately after the change and
reclassification.

         SECOND:   The Charter of the Corporation is hereby further amended and
restated in its entirety to read as follows:

                 FIRST:  The name of the corporation (the "Corporation") is:

                             Creditrust Corporation

                 SECOND:  (a)  The purposes for which the Corporation is formed
and the business and objects to be carried on and promoted by it are:

                     (1)     To purchase or otherwise acquire, own, hold, sell,
         transfer, assign, pledge, finance, refinance, service and otherwise
         deal with account receivables (including, but not limited to consumer
         receivables generated on credit card accounts and installment accounts
         and medical receivables); and

                     (2)     To engage in any one or more businesses or
         transactions, or to acquire all or any portion of any entity engaged
         in any one or more businesses or transactions which the Board of
         Directors (or a committee of the Board of Directors duly appointed by
         the Board of Directors for such purpose) may from time to time
         authorize or approve, whether or not related to the business described
         elsewhere in this Article or to any other business at the time or
         theretofore engaged in by the Corporation.





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                 (b)  The foregoing enumerated purposes and objects  shall be
in no way limited or restricted by reference to, or inference from, the terms
of any other clause of this or any other Article of the Charter of the
Corporation, and each shall be regarded as independent and they are intended to
be and shall be construed as powers as well as purposes and objects of the
Corporation and shall be in addition to and not in limitation of the general
powers of corporations under the general laws of the State of Maryland.

                 THIRD:  The address of the principal office of the Corporation
in this State is 7000 Security Boulevard, Baltimore, Maryland 21244.

                 FOURTH:  The name and address of the resident agent of the
Corporation in this State are Joseph K. Rensin, 7000 Security Boulevard,
Baltimore, Maryland 21244.  Said resident agent is a citizen of the State of
Maryland who resides therein.

                 FIFTH:  (a)  The total number of shares of stock of all
classes which the Corporation has authority to issue is 25,000,000 shares of
capital stock, divided into 5,000,000 shares of Series Preferred Stock, par
value $0.01 per share, and 20,000,000 shares of Common Stock, par value $0.01
per share.  The aggregate par value of all shares of capital stock is
$250,000.00.

                 (b) The following is a description of the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of the Common
Stock of the Corporation:

                     (1)     Each share of Common Stock shall have one vote,
         and, except as otherwise provided in respect of any class of Series
         Preferred Stock hereafter classified or reclassified, the exclusive
         voting power for all purposes shall be vested in the holders of the
         Common Stock.

                     (2)     Subject to the provisions of law and any
         preferences of any class of Series Preferred Stock hereafter
         classified or reclassified, dividends, including dividends payable in
         shares of another class of the Corporation's stock, may be paid on the
         Common Stock of the Corporation at such time and in such amounts as
         the Board of Directors may deem advisable, but subject to availability
         of funds and provisions for reasonable reserves as determined by the
         Board of Directors in any calendar year in which the Board of
         Directors determines to pay dividends on the Common Stock of the
         Corporation.

                     (3)     In the event of any liquidation, dissolution or
         winding up of the Corporation, whether voluntary or involuntary, the
         holders of the Common





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         Stock shall be entitled, after payment or provision for payment of the
         debts and other liabilities of the Corporation and the amount to which
         the holders of any class of Series Preferred Stock hereafter
         classified or reclassified having a preference on distributions in the
         liquidation, dissolution or winding up of the Corporation shall be
         entitled together with the holders of any other class of stock
         hereafter classified or reclassified not leaving a preference on
         distributions in the liquidation, dissolution or winding up of the
         Corporation, to share ratably in the remaining net assets of the
         Corporation.

                 (c) The Board of Directors shall have the power from time to
time (a) to classify or reclassify, in one or more series, any unissued shares
of Series Preferred Stock and (b) to reclassify any unissued shares of Series
Preferred Stock, in the case of either (a) or (b) by determining, fixing, or
altering one or more of the following:

                     (1)     The distinctive designation of such class or
         series and the number of shares to constitute such class or series;
         provided that, unless otherwise prohibited by the terms of such or any
         other class or series, the number of shares of any class or series may
         be decreased by the Board of Directors in connection with any
         classification or reclassification of unissued shares and the number
         of shares of such class or series may be increased by the Board of
         Directors in connection with any such classification or
         reclassification, and any shares of any class or series which have
         been redeemed, purchased, otherwise acquired or converted into shares
         of Common Stock or any other class or series shall become part of the
         authorized capital stock of the Corporation and be subject to
         classification and reclassification as provided in this sub-paragraph.

                     (2)     Whether or not and, if so, the rates, amounts and
         times at which, and the conditions under which, dividends shall be
         payable on shares of such class or series, whether any such dividends
         shall rank senior or junior to or on a parity with the dividends
         payable on any other class or series of stock, and the status of any
         such dividends as cumulative, cumulative to a limited extent or
         noncumulative and as participating or nonparticipating.

                     (3)     Whether or not shares of such class or series
         shall have voting rights, in addition to any voting rights provided by
         law and, if so, the terms of such voting rights.

                     (4)     Whether or not shares of such class or  series
         shall have conversion or exchange privileges and, if so, the terms and
         conditions thereof, including provision for adjustment of the
         conversion or exchange rate in such events or at such times as the
         Board of Directors shall determine.





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                     (5)     Whether or not shares of such class or series
         shall be subject to redemption and, if so, the terms and conditions of
         such redemption, including the date or dates upon or after which
         shares shall be redeemable and the amount per share payable in case of
         redemption, which amount may vary under different conditions and at
         different redemption dates; and whether or not there shall be any
         sinking fund or purchase account in respect thereof, and if so, the
         terms thereof.

                     (6)     The rights of the holders of shares of such class
         or series upon the liquidation, dissolution or winding up of the
         affairs of, or upon any distribution of the assets of, the
         Corporation, which rights may vary depending upon whether such
         liquidation, dissolution or winding up is voluntary or involuntary
         and, if voluntary, may vary at different dates, and whether such
         rights shall rank senior or junior to or on a parity with such rights
         of any other class or series of stock.

                     (7)     Whether or not there shall be any limitations
         applicable, while shares of such class or series are outstanding, upon
         the payment of dividends or making of distributions on, or the
         acquisition of, or the use of monies for purchase or redemption of,
         any stock of the Corporation, or upon any other action of the
         Corporation, including action under this subparagraph, and, if so, the
         terms and conditions thereof.

                     (8)     Any other preferences, rights, restrictions,
         including restrictions on transferability, and qualifications of
         shares of such class or series, not inconsistent with law and the
         Charter of the Corporation.

         (d)     For the purposes hereof and of any articles supplementary to
the Charter providing for the classification or reclassification of any shares
of Series Preferred Stock or of any other Charter document of the Corporation
(unless otherwise provided in any such articles or document), any class or
series of stock of the Corporation shall be deemed to rank:

                     (1)     prior to another class or series either as to
         dividends or upon liquidation, if the holders of such class or series
         shall be entitled to the receipt of dividends or of amounts
         distributable on  liquidation, dissolution or winding up, as the case
         may be, in preference or priority to holders of such other class or
         series;

                     (2)     on a parity with another class or series either as
         to dividends or upon liquidation, whether or not the dividend rates,
         dividend payment dates or redemption or liquidation price per share
         thereof be different





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         from those of such others, if the holders of such class or series of
         stock shall be entitled to receipt of dividends or amounts
         distributable upon liquidation, dissolution or winding up, as the case
         may be, in proportion to their respective dividend rates or redemption
         or liquidation prices, without preference or priority over the holders
         of such other class of series; and

                     (3)     junior to another class or series either as to
         dividends or upon liquidation, if the rights of the holders of such
         class or series shall be subject or subordinate to the rights of the
         holders of such other class or series in respect of the receipt of
         dividends or the amounts distributable upon liquidation, dissolution
         or winding up, as the case may be.

                 SIXTH:  (a)  The number of directors of the Corporation shall
be five, which number may be increased or decreased pursuant to the Bylaws of
the Corporation, but shall never be less than the minimum number permitted by
the General Laws of the State of Maryland now or hereafter in force.  The names
of the Directors who shall act until the 1999 annual meeting or until their
successors are duly chosen and qualified are Joseph K. Rensin, Frederick W.
Glassberg, John G. Moran, Harry G. Pappas, Jr. and Michael S. Witlin.

                 (b) Subject to the rights of the holders of any class of
Series Preferred Stock then outstanding, newly created directorships resulting
from any increase in the authorized number of directors or any vacancies on the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office, or other cause may be filled by a
majority vote of the remaining members of the Board of Directors.  A director
so chosen by the Board of Directors shall hold office for the balance of the
term then remaining.  No decrease in the number of directors constituting, the
Board of Directors shall affect the tenure of office of any director.

                 (c) Subject to the rights of the holders of any class
separately entitled to elect one or more directors, any director, or the entire
Board of Directors, may be removed from office at any time, with or without
cause, by the affirmative vote of the holders of at least a majority of the
combined voting power of all classes of shares of capital stock entitled to
vote in the election for directors voting together as a single class at any
duly called meeting of stockholders at which a quorum is present (in person or
by proxy).

                 SEVENTH:  (a)  The following provisions are hereby adopted for
the purpose of defining, limiting and regulating the powers of the Corporation
and of the directors and stockholders:

                     (1)     The Board of Directors is hereby empowered to
         approve the issuance from time to time of shares of any class of the
         Corporation' s stock, whether now or hereafter authorized, or
         securities convertible into shares of its stock of any class or
         classes, whether now or hereafter authorized, for such





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         consideration as may be deemed advisable by the Board of Directors and
         without any action by the stockholders.

                     (2)     No holder of any stock or any other securities of
         the Corporation, whether now or hereafter authorized, shall have any
         preemptive right to subscribe for or purchase any stock or any other
         securities of the Corporation other than such, if any, as the Board of
         Directors, in its sole discretion, may determine and at such price or
         prices and upon such other terms as the Board of Directors, in its
         sole discretion, may fix; and any stock or other securities which the
         Board of Directors may determine to offer for subscription may, as the
         Board of Directors in its sole discretion shall determine, be offered
         to the holders of any class, series or type of stock or other
         securities at the time outstanding to the exclusion of the holders of
         any or all other classes, series or types of stock or other securities
         at the time outstanding.

                     (3)     To the extent permitted by applicable law, the
         Board of Directors of the Corporation shall have power, in its sole
         discretion, (i) to determine from time to time in accordance with
         sound accounting practice or other reasonable valuation methods what
         constitutes annual or other net profits, earnings, surplus, or net
         assets in excess of capital; (ii) to fix and vary from time to time
         the amount to be reserved as working capital, or determine that
         retained earnings or surplus shall remain in the Corporation; (iii) to
         set apart out of any funds of the Corporation such reserve or reserves
         in such amount or amounts and for such proper purpose or purposes as
         it shall determine and to abolish any such reserve or any part
         thereof, to distribute and pay distributions or dividends in stock,
         cash or other securities or property, out of surplus or any other
         kinds or amounts legally available therefor, at such times and to the
         stockholders of record on such dates as it may, from time to time,
         determine; and (iv) to determine whether and to what extent and at
         what times and places and  under what conditions and regulations the
         books, accounts and documents of the Corporation, or any of them,
         shall be open to the inspection of stockholders, except as otherwise
         provided by statute or by the Bylaws, and, except as so provided, no
         stockholder shall have any right to inspect any book, account or
         document of the Corporation unless authorized so to do by resolution
         of the Board of Directors.

                     (4)     Notwithstanding any provision of law requiring the
         authorization of any action by a greater proportion than a majority of
         the total number of shares of all classes of capital stock or of the
         total number of shares of any class of capital stock, such action
         shall be valid and effective if authorized by the affirmative vote of
         the holders of a majority of the total number of shares of 


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         all classes outstanding and entitled to vote thereon, except as
         otherwise provided in the Charter. 

                     (5)     The Corporation shall indemnify (A) its directors
         and officers, whether serving the Corporation or at its request any
         other entity, to the full extent required or permitted by the Maryland
         General Corporation Law, now or hereafter in force, including the
         advance of expenses under the procedures and to the full extent
         permitted by law and (B) other employees and agents to such extent as
         shall be authorized by the Board of Directors or the Corporation's
         Bylaws and as shall be permitted by law.  The foregoing rights of
         indemnification shall not be exclusive of any other rights to which
         those seeking indemnification may be entitled.  The Board of Directors
         may take such action as is necessary to carry out these
         indemnification provisions and is expressly empowered to adopt,
         approve and amend from time to time such bylaws, resolutions or
         contracts implementing such provisions or such further indemnification
         arrangements as may be permitted by law.  No amendment of the Charter
         of the Corporation or repeal of any of its provisions shall limit or
         eliminate the right to indemnification provided hereunder with respect
         to acts or omissions occurring prior to such amendment or repeal.

                     (6)     To the fullest extent permitted by Maryland law,
         as amended or interpreted, no director or officer of the Corporation
         shall be personally liable to the Corporation or its stockholders for
         money damages.  No amendment of the Charter of the Corporation or
         repeal of any of its provisions shall limit or eliminate the
         limitation on liability provided to directors and officers hereunder
         with respect to any act or omission occurring prior to such amendment
         or repeal.

                     (7)     (A)  Nominations for the election of directors and
         proposals for any new business to be considered at any annual or
         special meeting of stockholders may be made by the Board of Directors
         of the Corporation or by any stockholder of the Corporation entitled
         to vote generally in the election of directors.  In order for a
         stockholder of the Corporation to make any such nominations and/or
         proposals, he or she shall give notice thereof in writing, delivered
         or mailed by first class United States Certified mail, postage
         prepaid, to the Secretary of the Corporation not less than 30 days nor
         more than 60 days prior to any such meeting; provided, however, that
         if less than 31 days notice of the meeting is given to stockholders,
         such written notice; shall be delivered or mailed, as prescribed, to
         the Secretary of the Corporation not later than the close of the tenth
         day following the day on which notice of the meeting was mailed to
         stockholders.  Each such notice given by a stockholder with respect to





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         nominations for the election of directors shall set forth (i) the
         name, age, business address and, if known, residence address of each
         nominee proposed in such notice, (ii) the principal occupation or
         employment of each such nominee, (iii) the number of shares of stock
         of the Corporation which are beneficially owned by each such nominee,
         (iv) such other information as would be required to be included in a
         proxy statement soliciting proxies for the election of the proposed
         nominee pursuant to Regulation 14A of the Securities Exchange Act of
         1934, as amended, including, without limitation, such person's written
         consent to being named in the proxy statement as a nominee and to
         serving as a director, if elected, and (v) as to the stockholder
         giving such notice, his name and address as they appear on the
         Corporation's books and the class and number of shares of the
         Corporation which are beneficially owned by such stockholder.  In
         addition, the stockholder making such nomination shall promptly
         provide any other information reasonably requested by the Corporation.

                             (B)  Each notice given by a stockholder to the
Secretary with respect to business proposals to be brought before a meeting of
stockholders shall set forth in writing as to each matter:  (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting; (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business; (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder; and (iv) any material interest of the
stockholder in such business.  Notwithstanding anything in this Charter to the
contrary, no  business shall be conducted at the meeting except in accordance
with the procedures set forth in this sub-paragraph (7).

                             (C)  The Chairman of the annual or special meeting
of stockholders may, if the facts warrant, determine and declare to such
meeting that a nomination or proposal was not made in accordance with the
foregoing procedure, and, if so determined, shall so declare to the meeting and
the defective nomination or proposal shall be disregarded.

                     (8)     The Board of Directors may, in connection with the
exercise of its business judgment involving a Business Combination (as defined
in Section 3601 of the Corporations and Associations Article of the Annotated
Code of Maryland) or any actual or proposed transaction which would or may
involve a change in control of the Corporation (whether by purchases of shares
of stock or any other securities of the Corporation in the open market, or
otherwise, tender offer, merger, consolidation, dissolution, liquidation, sale
of all or substantially all of the assets of the Corporation, proxy
solicitation or otherwise), in determining what is in the best interests of the
Corporation and its stockholders and in making any recommendation to its
stockholders, give due consideration to all relevant factors, including, but
not limited to (A) the economic effect, both immediate and long-term, upon the
Corporation's stockholders, including stockholders, if any, not to participate
in the transaction; (B) the social





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and economic effect on the employees of, and others dealing with, the
Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located; (C) whether the
proposal is acceptable based on the historical and current operating results or
financial condition of the Corporation; (D) whether a more favorable price
could be obtained for the Corporation's stock or other securities in the
future; (E) the reputation and business practices of the offeror and its
management and affiliates as they would affect the employees of the Corporation
and its subsidiaries; (F) the future value of the stock or any other securities
of the Corporation; (G) any antitrust or other legal and regulatory issues that
are raised by the proposal; and (H) the business and financial condition and
earnings prospects of the acquiring person or entity, including, but not
limited to, debts service and other existing financial obligations, financial
obligations to be incurred in connection with the acquisition, and other likely
financial obligations of the acquiring person or entity.  If the Board of
Directors determines that any proposed Business, Combination (as defined in
Section 3-601 of the Corporations and Associations Article of the Annotated
Code of Maryland) or actual or proposed transaction which would or may involve
a change in control of the Corporation should be rejected, it may take any
lawful action to defeat such transaction, including, but not limited to, any or
all of the following: advising stockholders not to accept the proposal;
instituting litigation against the party making the proposal; filing complaints
with governmental and regulatory authorities;  acquiring the stock or any of
the securities of the Corporation; selling or otherwise issuing authorized but
unissued stock, other securities or treasury stock or granting options with
respect thereto; acquiring a company to create an antitrust or other regulatory
problem for the party making the proposal; and obtaining a more favorable offer
from another individual or entity.

                     (9)     In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation is expressly
authorized to make, repeal, alter, amend and rescind the Bylaws of the
Corporation.  Notwithstanding any other provision of this Charter or the Bylaws
of the Corporation (and notwithstanding the fact that some lesser percentage
may be specified by law), the Bylaws shall not be made, repealed, altered,
amended or rescinded by the stockholders of the Corporation except by the vote
of the holders of not less than a majority of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose (provided that notice of such proposed
adoption, repeal, alteration, amendment or rescission is included in the notice
of such meeting), or, as set forth above, by the Board of Directors.

                     (10)    The provisions of Subsection 6 of Title 3 of the
Corporations and Associations Article of the Annotated Code of Maryland shall
not apply to any "business combination" (as defined therein) with the
Corporation and Joseph K. Rensin, or any existing or future associates or
affiliates of Joseph K. Rensin and any other person acting in concert or as a
group with any of the foregoing.





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                 (b) The Corporation reserves the right from time to time to
make any amendments of its Charter which may now or hereafter be authorized by
law, including any amendments changing the terms or contract rights, as
expressly set forth in its Charter, of any of its outstanding stock by
classification, reclassification or otherwise, but no such amendment which
changes such terms or contract rights of any of its outstanding stock shall be
valid unless such amendment shall have been authorized by not less than a
majority of the aggregate number of the votes entitled to be cast thereon, by a
vote at a meeting or in writing with or without a meeting; provided, however,
that any amendment to, repeal of or adoption of  any provision inconsistent
with Article SIXTH or Article SEVENTH shall have been authorized by not less
than 80% of the aggregate votes entitled to be cast thereon (considered for
this purpose as a single class) by vote at a meeting or in writing with or
without a meeting.

                 (c) The enumeration and definition of particular powers of the
Board of Directors included in the foregoing shall in no way be limited or
restricted by reference to or inference  from the terms of any other clause of
this or any other Article of the Charter of the Corporation, or construed as or
deemed by inference or otherwise in any manner to exclude or limit any powers
conferred upon the Board of Directors under the Maryland General Corporation
Law now or hereafter in force.

                 EIGHTH:   The duration of the Corporation shall be perpetual.

         THIRD:  The foregoing amendment and restatement to the Charter of the
Corporation has been advised by the Board of Directors and approved by the sole
stockholder of the Corporation.

         FOURTH: The foregoing amendment and restatement to the Charter of the
Corporation does not increase the authorized stock of the Corporation.

         FIFTH:  The provisions set forth in the foregoing amendment and
restatement of the Charter are all the provisions of the Charter currently in
effect.





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         IN WITNESS WHEREOF, Creditrust Corporation has caused these presents
to be signed in its name and on its behalf by its President and witnessed by
its Secretary on July 27, 1998.

WITNESS:                                    CREDITRUST CORPORATION
                                   
                                   
    /s/ John L. Davis              By:              /s/ Joseph K. Rensin
-----------------------------               ----------------------------------
John L. Davis, Secretary                    Joseph K. Rensin, President
                                   

         THE UNDERSIGNED, President of Creditrust Corporation who executed on
behalf of the Corporation the foregoing Articles of Amendment and Restatement
of which this certificate is made a part, hereby acknowledges in the name and
on behalf of said Corporation the foregoing Articles of Amendment and
Restatement to be the corporate act of said Corporation and hereby certifies
that to the best of his knowledge, information, and belief the matters and
facts set forth therein with respect to the authorization and approval thereof
are true in all material respects under the penalties of perjury.



                                                   /s/ Joseph K. Rensin
                                            ---------------------------------
                                            Joseph K. Rensin, President





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