Exhibit 4.8(a)


                                     AMENDED

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

                      SERIES C CONVERTIBLE PREFERRED STOCK

                                       OF

                            THE FORTRESS GROUP, INC.

          Pursuant to Section 151 of the General Corporation Law of the
                               State of Delaware.

        The Fortress Group, Inc., a Delaware corporation (the "Corporation"),
certifies -

        (1) No shares of Series C Convertible Preferred Stock have been issued,
and

        (2) That pursuant to the authority contained in its Certificate of
Incorporation and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, its Board of Directors has
adopted the following resolution amending the voting powers, designations,
preferences, and relative, participating, optional or to the rights of the
Series C Convertible Preferred Stock, $.01 par value per share:

        RESOLVED, that a Series of the class of authorized Preferred Stock, $.01
par value per share, of the Corporation (the "Preferred Stock") be hereby
created, and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations and restrictions
thereof are as follows:

         Section 1. Designation and Amount. The shares of such Preferred Stock
shall be designated as the "Series C Convertible Preferred Stock" (the "Series C
Preferred Stock") and the number of shares constituting such series shall be
70,000 which number may be decreased (but not increased) by the Board of
Directors without a vote of stockholders; provided, however, that such number
may not be decreased below the number of then currently outstanding shares of
Series C Preferred Stock. Certain capitalized terms used herein are defined in
Section 11 hereof.

         Section 2. Dividends. If the Corporation pays any dividends or makes
any other distributions with respect to its Common Stock, the Corporation shall
pay at such time (the "Dividend Reference Date") to each holder of Series C
Preferred Stock the dividends or other distributions which such holder would
have been entitled to receive had such holder converted all of the shares of
Series C Preferred Stock held by him into Common Stock immediately prior to the
date as of which the holders of the Common Stock of record entitled to such
dividends or other distributions were determined.


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        Section 3. Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation, the holders of the Series C Preferred Stock will be entitled
to be paid, before any distribution or payment is made upon any Junior
Securities, (as hereinafter defined in Section 11), an amount in cash equal to
the aggregate Liquidation Value of all shares outstanding and the holders of the
Series C Preferred Stock will not be entitled to any further payment. If upon
any such liquidation, dissolution or winding up of the Corporation, the
Corporation's assets to be distributed among the holders of the Series C
Preferred Stock are insufficient to permit payment to such holders of the
aggregate amount which they are entitled to be paid, then the entire assets to
be distributed will be distributed ratably among such holders and the holders of
Parity Securities based upon the aggregate Liquidation Value of the Series C
Preferred Stock and the Parity Securities held by each such holder. The
Corporation will mail written notice of such liquidation, dissolution or winding
up, not less than 60 days prior to the payment date stated therein, to each
record holder of Series C Preferred Stock. Neither the consolidation or merger
of the Corporation into or with any other corporation or corporations, nor the
sale or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation, will be deemed to be a
liquidation, dissolution or winding up of the Corporation within the meaning of
this Section 3.

        Section 4. Conversion.

                  (a) Subject to provisions for adjustment set forth herein, at
         any time after the date of issuance at the option of the holder each
         share of Series C Preferred Stock shall be convertible into ten (10)
         fully paid and nonassessable shares of the common stock of The Fortress
         Group, Inc. (the "Common Stock"); provided, however, in the event the
         Average Trading Price at the time is less than $10.00 per share, each
         share of Series C Preferred Stock shall receive in addition the
         difference between $10.00 and the Average Trading Price (the
         "Difference") in either cash or additional shares of Common Stock equal
         in value at the Average Trading Price to the Difference, at the option
         of the Corporation. For purposes of this instrument "Average Trading
         Price" means the average trading price at which the Common Stock traded
         during the ten (10) trading days prior to the date of conversion.

                  (b) Adjustments. The Conversion Rate shall be subject to
         adjustment from time to time as follows: In case the Corporation shall
         at any time or from time to time declare a dividend, or make a
         distribution, on all of the outstanding shares of Common Stock in
         shares of Common Stock or subdivide or reclassify all of the
         outstanding shares of Common Stock into a greater number of shares or
         combine or reclassify all of the outstanding shares of Common Stock
         into a smaller number of shares of Common Stock, then, and in each such
         case,

                           (i) the number of shares of Common Stock into which
                  each share of Series C Preferred Stock is convertible shall be
                  adjusted so that the holder of each share thereof shall be
                  entitled to receive, upon the conversion thereof, the number
                  of shares of Common Stock which the holder of a share of
                  Series C Preferred Stock would have been entitled to receive
                  after the happening of any of the events


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                  described above had such share been converted immediately
                  prior to the happening of such event or the record date
                  therefor, whichever is earlier; and

                           (ii) an adjustment made pursuant to this Section 4(b)
                  shall become effective (x) in the case of any such dividend or
                  distribution, immediately after the close of business on the
                  record date for the determination of holders of shares of
                  Common Stock entitled to receive such dividend or distribution
                  or (y) in the case of any such subdivision, reclassification
                  or combination, at the close of business on the day upon which
                  such corporate action becomes effective.

                  (c) Organic Change. Any capital reorganization,
         reclassification, consolidation, merger or sale of all or substantially
         all of the Corporation's assets to another Person which is effected in
         such a way that holders of Common Stock are entitled to receive (either
         directly or upon subsequent liquidation) stock, securities or assets
         with respect to or in exchange for Common Stock is referred to herein
         as an "Organic Change". Prior to the consummation of any Organic Change
         the Corporation will make appropriate provisions (in form and substance
         satisfactory to the holders of a majority of the Series C Preferred
         Stock then outstanding) to insure that each of the holders of Series C
         Preferred Stock will thereafter have the right to acquire and receive,
         in lieu of or in addition to the shares of Common Stock immediately
         theretofore acquirable and receivable upon the conversion of such
         holder's Series C Preferred Stock, such shares of stock, securities or
         assets as such holder would have received in connection with such
         Organic Change if such holder had converted his Series C Preferred
         Stock immediately prior to such Organic change. In any such case, the
         Corporation will make appropriate provisions (in form and substance
         satisfactory to the holders of a majority of the Series C Preferred
         Stock then outstanding) to insure that the provisions of this Section 4
         will thereafter be applicable to the Series C Preferred Stock. The
         Corporation will not effect any such consolidation, merger or sale,
         unless prior to the consummation thereof, the successor corporation (if
         other than the Corporation) resulting from consolidation or merger or
         the corporation purchasing such assets assumes by written instrument
         (in form reasonably satisfactory to the holders of a majority of the
         Series C Preferred Stock then outstanding), the obligation to deliver
         to each such holder such shares of stock, securities or assets as, in
         accordance with the foregoing provisions, such holder may be entitled
         to acquire.

                  (d) DeMinimis Adjustments. If any adjustment in the number of
         shares of Common Stock into which each share of Series C Preferred
         Stock may be converted required pursuant to this Section 4 would result
         in an increase or decrease of less than 1% in the number of shares of
         Common Stock into which each share of Series C Preferred Stock is then
         convertible, the amount of any such adjustment shall be carried forward
         and adjustment with respect thereto shall be made at the time of and
         together with any subsequent adjustment, which, together with such
         amount and any other amount or amounts so carried forward, shall
         aggregate at least 1% of the number of shares of Common Stock into
         which each share of Series C Preferred Stock is then convertible.


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                  (e) Procedure for Conversion. The holder of any shares of
         Series C Preferred Stock may exercise his right to convert such shares
         into shares of Common Stock by surrendering for such purpose to the
         Corporation, at its principal office or at such other office or agency
         maintained by the Corporation for that purpose, a certificate or
         certificates representing the shares of Series C Preferred Stock to be
         converted accompanied by a written notice stating that such holder
         elects to convert all or a specified whole number of such shares in
         accordance with the provisions of this Section 5 and specifying the
         name or names in which such holder wishes the certificate or
         certificates for shares of Common Stock to be issued. In case such
         notice shall specify a name or names other than that of such holder,
         such notice shall be accompanied by payment of all transfer taxes
         payable upon the issuance of shares of Common Stock (or other
         securities) in such name or names. Other than such taxes, the
         Corporation will pay any and all transfer and other taxes (other than
         taxes based on income) that may be payable in respect of any issue or
         delivery of shares of Common Stock on conversion of Series C Preferred
         Stock pursuant hereto. As promptly as practicable, and in any event
         within five business days after the surrender of such certificate or
         certificates and the receipt of such notice relating thereto and, if
         applicable, payment of all transfer taxes (or the demonstration to the
         satisfaction of the Corporation that such taxes have been paid), the
         Corporation shall deliver or cause to be delivered (i) certificates
         representing the number of validly issued, fully paid and nonassessable
         full shares of Common Stock to which the holder of shares of Series C
         Preferred Stock so converted shall be entitled and (ii) if less than
         the full number of shares of Series C Preferred Stock evidenced by the
         surrendered certificate or certificates, of like tenor, for the number
         of shares evidenced by such surrendered certificate or certificates
         less the number of shares converted. Such conversion shall be deemed to
         have been made at the close of business on the date of giving of such
         notice and of such surrender of the certificate or certificates
         representing the shares of Series C Preferred Stock to be converted so
         that the rights of the holder thereof as to the shares being converted
         shall cease except for the right to receive shares of Common Stock in
         accordance herewith, and the person entitled to receive the shares of
         Common Stock shall be treated for all purposes as having become the
         record holder of such shares of Common Stock at such time.

                  (f) Status of Converted Shares. Any shares of Series C
         Preferred Stock which are converted or otherwise acquired by the
         Corporation shall be canceled, and, upon cancellation, shall become
         authorized but unissued shares of Preferred Stock of the Corporation
         and may be reissued as part of another series of Preferred Stock.

                  (g) No Fractional Shares. In connection with the conversion of
         any shares of Series C Preferred Stock, no fractions of shares of
         Common Stock shall be issued, but in lieu thereof the Corporation shall
         pay a cash adjustment in respect of such fractional interest in an
         amount equal to such fractional interest multiplied by the Current
         Market Price per share of Common Stock on the day on which such shares
         of Series C Preferred Stock are deemed to have been converted.

                  (h) Reservation of Shares of Common Stock. The Corporation
         shall at all times reserve and keep available out of its authorized and
         unissued Common Stock, solely for


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<PAGE>


         the purpose of effecting the conversion of the Series C Preferred
         Stock, such number of shares of Common Stock as shall from time to time
         be sufficient to effect the conversion of all then outstanding shares
         of Series C Preferred Stock. The Corporation shall from time to time,
         subject to and in accordance with the laws of Delaware, increase the
         authorized amount of Common Stock if at any time the number of
         authorized shares of Common Stock remaining unissued shall not be
         sufficient to permit the conversion at such time of all then
         outstanding shares of Series C Preferred Stock.

        Section 5. Reports as to Adjustments. Whenever the number of shares of
Common Stock into which each share of Series C Preferred Stock is convertible
and the number of votes per share of Series C Preferred Stock accorded a holder
thereof is adjusted as provided in Section 4 hereof, the Corporation shall
promptly mail to the holders of record of the outstanding shares of Series C
Preferred Stock at their respective addresses as the same shall appear in the
Corporation's stock records a notice stating that the number of shares of Common
Stock into which the shares of Series C Preferred Stock are convertible and/or
the number of votes per share they are accorded has been adjusted and setting
forth the new number of shares of Common Stock (or describing the new stock,
securities, cash or other property) into which each share of Series C Preferred
Stock is convertible as a result of such adjustment, a brief statement of the
facts requiring such adjustment and the computation thereof, and when such
adjustment became effective.

        Section 6. Ranking. The shares of Series C Preferred Stock shall be
superior as to the payment of distributions of whatever kind including, without
limitation distributions payable upon the dissolution, liquidation and winding
up of the Corporation, to all Junior securities. The shares of Series C
Preferred Stock shall rank pari passu, as to the payment of all such
distributions with the shares of the Corporation's Parity Securities.

         Section 7. Registration of Transfer. The Corporation will keep at its
principal office a register for the registration of Series C Preferred Stock.
Upon the surrender of any certificate representing Series C Preferred Stock at
such place, the Corporation will, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares represented by the surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares as is requested by the holder of the surrendered certificate and will be
substantially identical in form to the surrendered certificate, and dividends
will accrue on the Series C Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series C Preferred
Stock represented by the surrendered certificate.

        Section 8. Replacement. Upon receipt of the evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder will be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of Series C Preferred Stock, and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation, or, in the case of any such mutilation upon
surrender of such certificate, the Corporation will (at its expense) execute and
deliver in lieu of such certificate a new certificate of like kind representing
the number of shares represented by such lost, stolen, or


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<PAGE>



destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate, and dividends will accrue on the Series C
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

         Section 9. Amendment. No amendment, modification or waiver will be
binding or effective with respect to any provision of this Certificate of
Designations, Preferences and Rights of Series C Preferred Stock without the
prior written consent of the holders of at least majority of the then
outstanding shares of Series C Preferred Stock.

        Section 10. Notice. Except as otherwise expressly provided, all notices
referred to herein will be in writing and will be delivered by registered or
certified mail, return receipt requested, postage prepaid and will be deemed to
have been given when so mailed (i) to the Corporation at its principal executive
offices and (ii) to any stockholder, at such holder's address as it appears in
the stock records of the Corporation (unless otherwise indicated by any such
holder).

         Section 11. Definitions. For the purposes of the Certificate of
Designation of Series C Non-Voting Convertible Preferred Stock which embodies
this resolution:

         "Junior Securities" means any of the Corporation's equity securities
other than the Parity Securities.

         "Liquidation Value" means the amount of $100 per share of Series C
Preferred Stock.

         "Parity Securities" means the Corporation's Series A 11% Cumulative
Convertible Stock and Series B Convertible Preferred Stock, which shall be pari
passu with the Series C Preferred Stock as to distributions made upon
dissolution, liquidation and winding up of the Corporation and any other
securities which are expressly made Parity Securities with the Corporation's
Series C Preferred Stock.

         "Person" shall mean any individual partnership, joint venture, firm,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof or other entity, and shall include any successor
(by merger or otherwise) of such entity.

         "Subsidiary" of any Person means any corporation or other entity of
which a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by such Person.

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<PAGE>


        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations of Series C Convertible Preferred Stock to be duly executed by its
President and attested to by its Secretary this 17th day of December, 1997.


                                     THE FORTRESS GROUP, INC.



                                     By: _______________________________________
                                           James J. Martell, Jr., President


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