CERTIFICATE OF AMENDMENT
                             OF
            RESTATED CERTIFICATE OF INCORPORATION
                             OF
                        AMRESCO, INC.

           (Pursuant to Section 242 of the General
          Corporation Law of the State of Delaware)

      AMRESCO,  INC., a corporation organized  and  existing
under  the General Corporation Law of the State of  Delaware
(the "Corporation"), does hereby certify as follows:

      FIRST:   The Restated Certificate of Incorporation  of
the  Corporation is hereby amended by replacing Section  (a)
of  Article FOURTH in its entirety with the Section  (a)  of
Article  FOURTH set forth on Exhibit 1 attached  hereto  and
incorporated  herein by this reference.  Other than  Section
(a)  of  Article FOURTH, Article FOURTH shall not be changed
by  this  Certificate of Amendment and shall remain in  full
force and effect.

     SECOND:  The Board of Directors of the Corporation duly
adopted   resolutions  setting  forth  the  above-referenced
amendment,  declaring such amendment to  be  advisable,  and
calling for a vote of the stockholders of the Corporation on
such amendment.

      THIRD:   The  stockholders  of  the  Corporation  duly
approved the above-referenced amendment.

       FOURTH:   The  above-referenced  amendment  was  duly
adopted in accordance with the provisions of Section 242  of
the General Corporation Law of the State of Delaware.

      FIFTH:   The  effective time of the  amendment  herein
certified shall be 12:01 a.m., August 26, 2000.

                          * * * * *
     IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be signed and attested as of the
25th day of August, 2000.



                                   AMRESCO, INC.



                                   By:
                                   Name:  Robert H. Lutz., Jr.
                                   Title:  President

ATTEST:




Name: L. Keith Blackwell
Title: Secretary






                          EXHIBIT 1


      (a)   The  total number of shares of stock  which  the
corporation  shall  have authority to issue  is  Thirty-Five
Million  (35,000,000) shares, which shall  be  divided  into
classes  as  follows:   Thirty Million  (30,000,000)  shares
shall be common stock, each share of which shall have a  par
value   of  $.25  (twenty-five  cents);  and  Five   Million
(5,000,000) shares shall be preferred stock, each  share  of
which  shall  have a par value of $1.00 (one dollar)  having
such  voting  powers, full or limited, or no voting  powers,
designations,   preferences  and   relative   participating,
optional   or  other  special  rights,  and  qualifications,
limitations  or  restrictions thereof as  may  be  fixed  by
resolution  of the Board of Directors.  Simultaneously  with
the effective date of this amendment (the "Effective Date"),
each  five  (5)  shares  of the corporation's  common  stock
issued  and  outstanding immediately prior to the  Effective
Date  (the  "Old  Common  Stock")  shall  automatically  and
without  any  action on the part of the  holder  thereof  be
reclassified  as  and changed, pursuant to a  reverse  stock
split,  into one (1) share of Common Stock, par value ($.25)
per  share  (the  "New Common Stock").   Each  holder  of  a
certificate or certificates which immediately prior  to  the
Effective Date represented outstanding shares of Old  Common
Stock (the "Old Certificates", whether one or more) shall be
entitled  to receive upon surrender of such Old Certificates
to  the  corporation's transfer agent  for  cancellation,  a
certificate or certificates (the "New Certificates", whether
one  or more) representing the number of whole shares of the
New  Common Stock into which and for which the shares of the
Old   Common   Stock  formerly  represented   by   the   Old
Certificates so surrendered are reclassified under the terms
hereof.  From and after the Effective Date, Old Certificates
shall  represent only the right to receive New  Certificates
pursuant to the provisions hereof.  No certificate or  scrip
representing fractional share interests in New Common  Stock
will  be  issued,  and  no fractional  share  interest  will
entitle  the holder thereof to vote, or to any rights  of  a
stockholder of the corporation.