RESTATED
                  CERTIFICATE OF INCORPORATION
                               OF
                          AMRESCO, INC.


     The  following  is the Restated Certificate of Incorporation
of  AMRESCO,  INC.,  a corporation organized under  the  laws  of
Delaware.  The original Certificate of Incorporation of  AMRESCO,
INC.  was  filed  with the Secretary of State  of  the  State  of
Delaware  on July 27, 1977, and said corporation was incorporated
under  the  name  "Lifetime  Communities,  Inc."   This  Restated
Certificate of Incorporation was duly adopted by the directors of
said corporation in accordance with the provisions of Section 245
of  the  General  Corporation Law of the State of Delaware.  This
Restated Certificate of Incorporation restates and integrates but
does  not  further  amend  the provisions  of  the  corporation's
certificate of incorporation. There is no discrepancy between the
provisions of the corporation's certificate of incorporation,  as
amended,  and  this Restated Certificate of Incorporation.   This
Restated Certificate of Incorporation shall be effective at  5:00
p.m. E.D.T. on May 29, 1997.

    The Restated Certificate of Incorporation is as follows:

            FIRST:   The name of this corporation is:

                          AMRESCO, INC.

     SECOND:   The address of its registered office in the  State
of  Delaware,  is 1209 Orange Street, in the City of  Wilmington,
County  of New Castle.  The name of its registered agent at  such
address is The Corporation Trust Company.

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

     FOURTH:   (a) The total number of shares of stock which  the
corporation  shall  have authority to issue is  One  Hundred  and
Fifty-Five  million (155,000,000) shares which shall  be  divided
into   classes   as  follows:  One  Hundred  and  Fifty   Million
(150,000,000) shares shall be common stock, each share  of  which
shall  have  a par value of $.05 (five cents ); and five  million
(5,000,000) shares shall be preferred stock, each share of  which
shall  have a par value of $1.00 (one dollar) having such  voting
powers,  full  or  limited,  or no voting  powers,  designations,
preferences and relative participating, optional or other special
rights,  and qualifications, limitations or restrictions  thereof
as may be fixed by resolution of the Board of Directors.

     (b)   The holders of common stock shall be entitled  to  one
     vote  for  each share of stock held.  Subject to limitations
     prescribed  by  law, this Certificate of Incorporation,  and
     any resolution adopted by the Board of Directors pursuant to
     this Article relating to preferred stock:

          (1)   the holders of common stock shall have the  right
to  vote for the election of directors of the corporation  or  on
any other matter;

          (2)  dividends may be paid upon the common stock as and
when  declared by the Board of Directors out of any funds legally
available therefor;

          (3)  upon any dissolution or distribution of the assets
of   the  corporation,  whether  voluntary  or  involuntary,  the
remaining net assets of the corporation shall be distributed  pro
rata to the holders of the common stock.

     (c)   The  Board  of  Directors is  authorized,  subject  to
limitations  prescribed by law, to provide for  the  issuance  of
shares of  preferred stock in series, and by filing a certificate
pursuant to the General Corporation Law of Delaware, to establish
the  number of shares to be included in each such series, and  to
fix   voting  powers,  designations,  preferences  and  relative,
participating,   optional   or   other   special    rights    and
qualifications, limitations or restrictions of the shares of each
such  series.   The  authority of the  Board  of  Directors  with
respect  to  each series shall include, but not  be  limited  to,
determination of the following:

          (1)   the number of shares constituting that series and
     the distinctive designation   of that series;

          (2)   the  dividend rate on the shares of that  series,
whether dividends shall be
     cumulative, and if so, from which date or dates;

          (3)   whether that series shall have voting rights,  in
     addition to the voting rights      provided by law, and,  if
     so, the terms of such voting rights;

          (4)    whether   that  series  shall  have   conversion
     privileges,  and  if  so, the terms and conditions  of  such
     conversion,  including  provision  for  adjustment  of   the
     conversion  rate  in such events as the Board  of  Directors
     shall determine;

          (5)  whether or not the shares of that series shall  be
     redeemable, and if so, the    terms and conditions  of  such
     redemption, including the date or dates upon or after  which
     they  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;

          (6)   the  rights of the shares of that series  in  the
     event  of voluntary or involuntary  liquidation, dissolution
     or winding up of the corporation; and

          (7)    any  other  relative  rights,  preferences   and
limitations of that series.

     FIFTH:    The corporation is to have perpetual existence.

     SIXTH:      The  property,  affairs  and  business  of   the
corporation shall be managed by its Board of Directors consisting
of  not  less than seven (7) nor more than fifteen (15)  persons.
The  exact  number  of directors within the maximum  and  minimum
limitations specified herein shall be fixed from time to time  by
resolution  of  the Board of Directors.  The directors  shall  be
classified  with  respect  to the time during  which  they  shall
severally  hold  office by dividing them into three  classes,  as
nearly  equal  in number as possible.  All directors  shall  hold
office until their successors shall be elected and shall qualify.
At  the first meeting of the stockholders of the corporation held
for  the  election  of such classified Board  of  Directors,  the
directors of the first class shall be elected for a term  of  one
year,  the directors of the second class for a term of two years,
and  the directors of the third class for a term of three  years.
At  each  annual  meeting of stockholders  held  thereafter,  the
successors  to  the class of directors whose terms  shall  expire
that  year  shall be elected to hold office for a term  of  three
years, so that the term of office of one class of directors shall
expire  in  each year.  The directors shall have the power,  from
time  to  time  and  at any time, when the stockholders  are  not
assembled at a meeting, to increase or decrease their own number,
within  the maximum and minimum limitations specified herein,  by
resolution of the Board of Directors.  If the number of directors
be  increased, all of the additional directors may be elected and
classified by a majority of the directors in office at  the  time
of  the  increase, or, if not so elected prior to the next annual
meeting of stockholders, they shall be elected and classified  by
plurality  vote  by  the  stockholders at  such  annual  meeting.
Directors need not be stockholders.

     SEVENTH:  In furtherance and not in limitation of the powers
conferred  by  statute,  the  Board  of  Directors  is  expressly
authorized:

          To make, alter or repeal the bylaws of the corporation.

          To  authorize  and cause to be executed  mortgages  and
          liens upon the real and personal
     property of the corporation.

          To set apart out of any of the funds of the corporation
          available for dividends a
     reserve  or  reserves for any proper purpose and to  abolish
any such reserve in the manner in  which it was created.

          To  determine whether any, and, if any, what  part,  of
          the net profits of the corporation
     or  of  its  net  assets in excess of its capital  shall  be
declared  in  dividends and paid to the    stockholders,  and  to
direct  and  determine the use and disposition of  any  such  net
profits or     such net assets in excess of capital.

          To  fix from time to time the amount of profits of  the
          corporation to be reserved as
     working capital or for any other lawful purpose.

          To  establish bonus, profit-sharing or other  types  of
          incentive or compensation plans
     for  the employees (including officers and directors) of the
     corporation  and  to  fix  the  amount  of  profits  to   be
     distributed  or  shared  and to  determine  the  persons  to
     participate  in  any  such plans and the  amounts  of  their
     respective participations.

          Subject to the applicable provisions of the bylaws then
          in  effect, to determine from time to time, whether and
          to  what extent and at what times and places and  under
          what  conditions and regulations the accounts and books
          of the corporation or any of them, shall be open to the
          inspection  of  the  stockholders, and  no  stockholder
          shall have any right to inspect any account or book  or
          document of the company except as conferred by the laws
          of  the  State of Delaware, unless and until authorized
          to  do so by resolution of the Board of Directors or of
          the stockholders of the corporation.

          By  a  majority  of  the whole Board of  Directors,  to
          designate  one  or more committees, each  committee  to
          consist  of  two  or  more  of  the  directors  of  the
          corporation.  The Board of Directors may designate  one
          or   more  directors  as  alternate  members   of   any
          committee,  who may replace any absent or  disqualified
          member  at  any  meeting of the  committee.   Any  such
          committee, to the extent provided in the resolution  or
          in  the  bylaws of the corporation, shall have and  may
          exercise  the powers of the Board of Directors  in  the
          management   of  the  business  and  affairs   of   the
          corporation,  and  may  authorize  the  seal   of   the
          corporation  to  be  affixed to all  papers  which  may
          require it; but no such committee shall have the  power
          or  authority in reference to amending the  certificate
          of  incorporation, adopting an agreement of  merger  or
          consolidation,  recommending to  the  stockholders  the
          sale, lease or exchange of all or substantially all  of
          the corporation's property and assets, recommending  to
          the stockholders a dissolution of the corporation or  a
          revocation of a dissolution, or amending the bylaws  of
          the  corporation; and, unless the resolution or  bylaws
          expressly so provide, no such committee shall have  the
          power  or  authority  to  declare  a  dividend  or   to
          authorize the issuance of stock, provided, however, the
          bylaws   may   provide   that   in   the   absence   or
          disqualification  of any member of  such  committee  or
          committees,  the member or members thereof  present  at
          any  meeting and not disqualified from voting,  whether
          or  not he or they constitute a quorum, may unanimously
          appoint another member of the Board of Directors to act
          at  the  meeting  in the place of any  such  absent  or
          disqualified member.

          No   contract   or   other  transaction   between   the
          corporation and any other corporation and no other  act
          of  the corporation shall, in the absence of fraud,  in
          any way be affected or invalidated by the fact that any
          of  the directors of the corporation are pecuniarily or
          otherwise  interested in, or are directors or  officers
          of   such  other  corporation.   Any  director  of  the
          corporation individually or any firm or association  of
          which any director may be a member, may be a party  to,
          or  may  be pecuniarily or otherwise interested in  any
          contract  or  transaction of the corporation,  provided
          that  the  fact that he individually or  such  firm  or
          association  is  so interested shall  be  disclosed  or
          shall have been known to the Board of Directors and the
          contract  or transaction is approved in good  faith  by
          the   affirmative   votes  of   a   majority   of   the
          disinterested  directors, even though the disinterested
          directors  may be less than a quorum.  Any director  of
          the  corporation who is also a director or  officer  of
          such  other corporation or who is so interested may  be
          counted  in  determining existence  of  quorum  at  any
          meeting of the Board of Directors which shall authorize
          any  such contract or transaction.  Any director of the
          corporation  may  vote  upon  any  contract  or   other
          transaction between the corporation and any  subsidiary
          or  affiliated corporation without regard to  the  fact
          that  he  is  also  a  director of such  subsidiary  or
          affiliated corporation.

     The corporation shall indemnify, to the full extent that  it
     shall  have power under applicable  law to do so and in  the
     manner  permitted by such law, any person made or threatened
     to  be  made a party to any threatened, pending or completed
     action,   suit  or  proceeding,  whether  civil,   criminal,
     administrative or investigative, by reason of the fact  that
     he  is or was a director or officer of the corporation.  The
     corporation may indemnify, to the full extent it shall  have
     power  under  applicable  law to  do  so  and  in  a  manner
     permitted by such law, any person made or threatened  to  be
     made a party to any threatened, pending or completed action,
     suit  or proceeding, whether civil, criminal, administrative
     or investigative, by reason of the fact that he is or was an
     employee  or agent of the corporation, or is or was  serving
     at  the  request of the corporation as a director,  officer,
     employee   or   agent   of,  or  participant   in,   another
     corporation,  partnership, joint  venture,  trust  or  other
     enterprise.  The indemnification provided by this  paragraph
     shall  not be deemed exclusive of any other rights to  which
     any person seeking indemnification may be entitled under any
     bylaw,  agreement,  vote  of stockholders  or  disinterested
     directors  or  otherwise, both as to action in his  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  such director, officer, employee,  agent  or
     participant  and shall inure to the benefit  of  the  heirs,
     executors and administrators of such a person.

     In  addition to the powers and authorities herein before  or
     by  statute  expressly conferred upon     it, the  Board  of
     Directors may exercise all such powers and do all such  acts
     and  things  as may be exercised or done by the corporation,
     subject, nevertheless, to the provisions of the laws of  the
     State   of   Delaware,  of  this  Restated  Certificate   of
     Incorporation and of the Bylaws of the corporation.

     EIGHTH:    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 the provisions of 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
the  provisions  of 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.

     NINTH:    Meetings of stockholders and directors 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 contained in the statutes) 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  of  the
corporation.   Elections  of directors need  not  be  by  written
ballot unless the Bylaws of the corporation shall so provide.

     TENTH:     The  corporation reserves  the  right  to  amend,
alter,   change  or  repeal  any  provision  contained  in   this
Certificate  of  Incorporation, in the manner  now  or  hereafter
prescribed  by  statute or by this Certificate of  Incorporation,
and  all  rights conferred upon stockholders herein  are  granted
subject to this reservation.

     Article  Sixth  may  not  be amended,  altered,  changed  or
repealed without the approval of the holders of 66 & 2/3% of  the
voting securities of the corporation.

     ELEVENTH:  No  holder of any of the shares of the  stock  of
this  corporation of any class shall be entitled as of  right  to
purchase or subscribe for any unissued stock of any class or  any
additional  stock  of any class to be issued  by  reason  of  any
increase  of  the authorized capital stock of the corporation  of
any class, or to purchase or subscribe for bonds, certificates of
indebtedness,  debentures  or  other  securities  or  obligations
convertible into, or carrying any right to purchase, any stock of
any  class,  but  any  such  unissued stock  or  such  additional
authorized  issue of any stock or other securities or obligations
convertible into, or carrying any right to purchase, any stock of
any  class, may be issued and disposed of pursuant to resolutions
of  the  Board of Directors to such persons, firms, companies  or
associations  and upon such terms as may be deemed  advisable  by
the Board of Directors in the exercise of its discretion.

     TWELFTH:   If  any person, firm or corporation (collectively
referred  to  as the "Owner") or any persons, firm or corporation
controlling  the Owner, controlled by the Owner or  under  common
control with the Owner, or any group of which the Owner or any of
the  foregoing persons, firms or corporations are members, or any
other  group controlling the Owner, controlled by the  Owner,  or
under  common  control with the Owner, owns of  record,  or  owns
beneficially, directly or indirectly, more than 5% of  any  class
of   equity  security  of  the  corporation,  then,  subject   to
applicable statutory requirements, any merger or consolidation of
the corporation with the Owner, or any sale, lease or exchange of
substantially all of the assets of the corporation or  the  Owner
to  the  other  may not be effected without the  consent  of  the
holders  of a majority of the corporation's securities  voted  at
the  meeting  called for that purpose, other  than  those  voting
securities  owned  by  the  Owner, as  defined  in  this  Article
Twelfth, given in person or by proxy at such meeting.

     THIRTEENTH:    No action required or permitted to  be  taken
by  the  stockholders of the corporation at any annual or special
meeting of such stockholders may be taken except at the annual or
a  special meeting of stockholders duly called as provided in the
Bylaws of the corporation.  Special meetings of stockholders  may
be  called at any time by the Board of Directors or the  Chairman
of  the  Board; and shall be called by the Board of Directors  or
the  Chairman of the Board at the request of the holders  of  not
less  than  one-tenth of all the shares entitled to vote  at  the
meeting.

     FOURTEENTH:    No director of the corporation shall have, or
incur,   any  personal  liability  to  the  corporation  or   its
stockholders for monetary damages for breach of fiduciary duty as
a  director; provided, that this provision shall not eliminate or
limit  the  liability of a director (i) for any  breach  of  such
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
the  law,  (iii)  under  Section  174  of  the  Delaware  General
Corporation  Law,  or  (iv) for any transaction  from  which  the
director  derived an improper personal benefit.  If the  Delaware
General  Corporation Law shall be hereafter repealed or modified,
the  elimination of liability of a director herein provided shall
be  to  the  fullest  extent permitted by  the  Delaware  General
Corporation Law as amended.  Any repeal or modification  of  this
provision shall not adversely affect any right or protection of a
director  of the corporation existing immediately prior  to  such
repeal or modification.

     IN  WITNESS  WHEREOF,  said AMRESCO, INC.  has  caused  this
Restated  Certificate of Incorporation to be signed by Robert  H.
Lutz,  Jr., its Chairman of the Board and Chief Executive Officer
and  L. Keith Blackwell, its Vice President, General Counsel  and
Secretary, this 29th day of May, 1997.


                              AMRESCO, INC.


                              By:________________________________
                                    Robert H. Lutz, Jr.
                                   Chairman of the Board
                                   And Chief Executive Officer


ATTEST:

By:____________________________
     L. Keith Blackwell,Vice President
     General Counsel and Secretary