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   STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/30/1998
   981458755 - 2955659


                                     RESTATED

                           CERTIFICATE OF INCORPORATION

                                        OF

                                EPIC VACATION CLUB

                         A NONSTOCK NONPROFIT CORPORATION


INTRODUCTION.  EPIC VACATION CLUB hereby relates and replaces the Certificate 
of Incorporation of EPIC VACATION CLUB filed with the Secretary of State on 
October 15, 1998, under Authentication No. 9355692.  This restated 
Certificate was duly adopted by the Board of Directors as required by the 
Certificate of Incorporation, Bylaws, and 8 Del. Laws c.l, Sections 242 and 
245.

1:   NAME.  The name of this corporation is EPIC VACATION CLUB.

2:   REGISTERED AGENT.  The address of the corporation's registered office in 
the State of Delaware is 1209 Orange Street, City of Wilmington, County of 
New Castle, Delaware 19801.  The name of the corporation's registered agent 
at such address is The Corporation Trust Company.

3:   PURPOSE.

     3.1    GENERAL.  This corporation is a nonstock, nonprofit corporation 
organized under the Delaware General Corporation Law.  The purpose of this 
corporation is to engage in any lawful act or activity for which a 
corporation may be organized under such law.

     3.2    SPECIFIC.  The specific and primary purpose for which the 
corporation is formed is to care for, own, lease, maintain, operate and 
manage the real property and Improvements thereon and personal property 
therein, or which it owns, wherever located, which has been dedicated to the 
Epic Vacation Club Vacation Ownership Plan by a Declaration recorded or filed 
in various states and countries.

     3.3    LIMITATION; NONPROFIT STATUS.  Notwithstanding any of the above 
statements of purposes and powers, this corporation shall not, except in an 
insubstantial degree, engage in any activities or exercise any powers that 
are not in furtherance of the specific purpose of this corporation.  No part 
of the net earnings of the corporation shall benefit any private member or 
individual (other than by acquiring, constructing, or providing management, 
maintenance, and care of property held by the corporation, or by a rebate of 
excess membership dues, fees, or assessments).
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4:   NO AUTHORITY TO ISSUE STOCK.  The corporation is a nonprofit corporation 
and has no authority to issue capital stock.

5:   MEMBERS.  The conditions of membership in this corporation are stated in 
the Bylaws of the corporation.

     5.1    VOTING.  Each membership carries the power to vote in the Club and 
proxy rights as provided in the Bylaws.

     5.2    MEETINGS.  Meetings of Members may be held within or without the 
State of Delaware, as the Bylaws of the corporation provide.

6:   EXISTENCE.  This corporation shall have perpetual existence.

7:   AMENDMENT.  Except as provided in Section 7.1, amendment of this 
Restated Certificate of Incorporation requires the affirmative vote or 
written assent of a majority of the corporation's Board of Directors and; (i) 
a majority of the Voting Power of each Class of Members, (as defined in the 
Bylaws of the corporation), if there is more than one class, or (ii) if there 
is only one Class of Members, a majority of the Voting Power of Members other 
than Declarant, or its successor, plus the approval of a majority of the 
total Voting Power.  Except that the votes required for an amendment shall 
not be less than the affirmative votes required for action to be taken under 
the clause being affected.

     7.1    BOARD ONLY.  Except further, the Board of Directors alone may 
amend this Restated Certificate of Incorporation to make technical 
corrections or additions required by

          7.1(a)  COURT.  A court of competent jurisdiction, or

          7.2(b)  AGENCY.  A Federal or state agency, to comply with consumer 
protection, sales regulation and/or tax exemption laws.

     7.2    "VOTING POWER" is the aggregate votes of Members, including, if 
applicable, both Classes, unless otherwise specified.

8:   INDEMNIFICATION.  To the full extent permitted by the Delaware General 
Corporation Law or any other applicable laws presently or hereafter in 
effect, no director of the corporation is to be personally liable to the 
corporation or its members for or with respect to any acts or omissions in 
the performance of his or her duties as a director of the corporation.  Any 
repeal or modification of this Section 8 will not adversely affect any right 
or protection of a director of the corporation existing immediately prior to 
such repeal or modification.  Each person who is or was or had agreed to 
become a director or officer of the corporation, or each such person who is 
or was serving or who had agreed to serve at the request of the Board of 
Directors or an officer of the corporation as an employee or agent of the 
corporation or as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise (including 
the heirs, executors, administrators or estate of such person), is to be 
indemnified by the corporation to the full extent permitted by the Delaware 
General Corporation Law or any other applicable laws as presently or 
hereafter in effect.  Without limiting the


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generality or the effect of the foregoing, the corporation may enter into one 
or more agreements with any person which provide for indemnification greater 
or different than that provided herein.  Any repeal or modification of this 
Section 8 will not adversely affect any right or protection existing 
hereunder immediately prior to such repeal or modification.

9:   DIRECTORS.

     9.1    INITIAL DIRECTOR.  The powers of the incorporator ceased upon 
issuance of the Certificate of Incorporation, and the following person is to 
serve as director of the corporation until his successor(s) are elected and 
qualified: THOMAS F. FLATLEY, Epic Resorts, LLC, 1150 First Avenue, Suite 
900, King of Prussia, PA 19406.

     9.2    ELECTION.  Election of directors need not be by written ballot 
except to the extent provided for in the Bylaws of the corporation.

     9.3    BYLAWS.  The Board of Directors is authorized to amend the Bylaws 
only under the specific exceptions set forth in the Bylaws.


                                        /s/Thomas F. Flatley
                                        ------------------------------------
                                        Thomas F. Flatley, President


10:  ACKNOWLEDGMENT.  The undersigned hereby acknowledges, under penalties of 
perjury, that this instrument is the act and deed of the corporation, and 
that the facts stated therein are true.


                                        /s/Thomas F. Flatley
                                        ------------------------------------
                                        Thomas F. Flatley


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