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                                                                     EXHIBIT 3.1


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              INDYMAC BANCORP, INC.


     This restated certificate of incorporation (this "Certificate") of IndyMac
Bancorp, Inc. (the "Corporation"), originally incorporated under the name
Countrywide Mortgage Investments, Inc. on January 19, 1987, has been duly
adopted by the board of directors in accordance with Section 245 of the General
Corporation Law of the State of Delaware. This Certificate only restates and
integrates and does not further amend the provisions of the Corporation's
certificate of incorporation as heretofore amended or supplemented. There is no
discrepancy between those provisions and the provisions of this Certificate.



                                   ARTICLE I

                                      NAME


              The name of the Corporation is: IndyMac Bancorp, Inc.



                                   ARTICLE II

                                REGISTERED AGENT


     The address of the registered office of the Corporation in the State of
Delaware is: 2711 Centerville Road Suite 400, Wilmington, New Castle County,
Delaware, 19808. The name of the Corporation's registered agent at such
registered office is The Prentice-Hall Corporation System, Inc.

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                                   ARTICLE III

                                     PURPOSE


     The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as now or hereafter in force.



                                   ARTICLE IV

                                  CAPITAL STOCK


     Section 1. The total number of shares of capital stock which the
Corporation shall have authority to issue is Two Hundred Ten Million
(210,000,000), consisting of (i) Two Hundred Million (200,000,000) shares of
Common Stock having a par value of $0.01 per share and (ii) Ten Million
(10,000,000) shares of preferred stock ("Preferred Stock") having a par value of
$0.01 per share.


     The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of Article IV, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.


     The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:

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


     (b) the dividend rate on the shares of that series, whether dividends shall
be cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;


     (c) 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;


     (d) 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;


     (e) 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 date 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;


     (f) whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;


     (g) the rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of that series;

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


          Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the common shares with respect to the same
dividend period.


          If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.


     Section 2. All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of this Certificate of Incorporation
and the Bylaws of the Company.


     Section 3. Each share of Common Stock shall entitle the owner thereof to
vote at the rate of one (1) vote for each share of Common Stock held.

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                                   ARTICLE V

                      PROVISIONS FOR DEFINING, LIMITING AND

                        REGULATING CERTAIN POWERS OF THE

                        CORPORATION AND OF THE DIRECTORS

                                AND STOCKHOLDERS


     Section 1. The number of Directors shall be determined by or in the manner
provided in the Bylaws of the Corporation, as they may be amended from time to
time.


     Section 2. The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock, whether now
or hereafter authorized, for such consideration as the Board of Directors may
deem advisable, subject to such limitations as may be set forth in this
Certificate of Incorporation or in the Bylaws of the Corporation or in the
Delaware General Corporation Law.


     Section 3. No holder of shares of capital stock of the Corporation shall,
as such holder, have any right to purchase or subscribe for any shares of the
capital stock of the Corporation or any other security of the Corporation which
it may issue or sell (whether out of the number of shares authorized by this
Certificate of Incorporation, or out of any shares of the capital stock of the
Corporation hereafter authorized or acquired by it after the issue thereof, or
otherwise) other than such right, if any, as the Board of Directors, in its
discretion, may determine.

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     Section 4. A Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Directors'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 law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
date hereof to permit the further elimination or limitation of the personal
liability of directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
Section 4 of Article V by the stockholders of the Corporation shall not
adversely affect any right or protection of a Director of the Corporation in
respect of any act or omission occurring prior to the time of such repeal or
modification.


     Section 5. The Corporation shall indemnify and shall advance expenses to
each Director, officer, employee and agent of this Corporation to the fullest
extent permitted by the Delaware General Corporation Law as now or hereafter in
force. The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, and the Board of Directors
is expressly authorized to adopt bylaws and/or enter into agreements whereby the
Corporation agrees to indemnify and advance expenses to its Directors, officers,
employees and agents.

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     Section 6. The Board of Directors of the Corporation may make, alter or
repeal from time to time any of the Bylaws of the Corporation except any
particular Bylaw which is specified in the Bylaws as not subject to alteration
or repeal by the Board of Directors.


     Section 7. The Board of Directors may authorize, subject to such approval
of stockholders and other conditions, if any, as may be required by any
applicable statute, bylaw, rule or regulation, the execution and performance by
the Corporation of one or more agreements with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization whereby, subject to the supervision and control of the Board of
Directors, any such other person, corporation, association, company, trust,
partnership (limited or general), or other organization shall render or make
available to the Corporation managerial, investment, advisory and/or related
services, office space and other services and facilities (including the
management or supervision of the investments of the Corporation) upon such terms
and conditions as may be provided in such agreement or agreements (including the
compensation payable thereunder by the Corporation).


     Section 8. The Board of Directors may authorize any agreement of the
character described in Section 7 of this Article V or other contract or
transaction with any one or more Directors or officers or between the
Corporation and any other corporation, partnership (limited or general),
association, trust, company or other organization in which one or more of the
Corporation's Directors or officers are directors or officers, or similar
parties, or otherwise have a financial interest, and no such agreement, contract
or transaction shall be void or voidable solely by reason of the existence of
any such


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relationship or solely because the Director or officer so interested is present
at or participates in the meeting of the Board of Directors or committee thereof
which authorizes the agreement, contract or transaction, or solely because such
Director's votes are counted for such purpose if: (i) the material facts as to
the Director's or officer's relationship or interest and as to the agreement or
transaction are disclosed or are known to the Board of Directors or such
committee and the Board of Directors or committee in good faith authorizes,
approves or ratifies the agreement, contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or officer's relationship or interest and as to the agreement or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the agreement, contract or transaction is authorized, approved or
ratified in good faith by a majority of votes cast by the stockholders entitled
to vote other than the votes of shares owned of record or beneficially by the
interested Director or officer; or (iii) the agreement, contract or transaction
is fair to the Corporation as of the time it is authorized, approved or ratified
by the Board of Directors, a committee thereof or the stockholders. Any Director
of the Corporation who is also a director, officer, stockholder or member of
such other entity may be counted in determining the existence of a quorum at any
meeting of the Board of Directors or of a committee which authorizes any such
agreement, contract or transaction. If such a Director votes at a meeting to
approve or disapprove a transaction as described in this Section, such vote
shall not affect the validity of such a transaction provided the provisions of
this Section are otherwise satisfied.

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     Section 9. Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual meeting or at a
special meeting of stockholders of the Corporation. No action may be taken by
the written consent of the stockholders. Action need not be by written ballot
unless the chairman of the meeting shall so direct.


     Section 10. 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 Certificate of Incorporation of the
Corporation, or construed as or deemed by inference or otherwise in any manner
to exclude or limit the powers conferred upon the Board of Directors under the
General Corporation Law of the State of Delaware as now or hereafter in force.


                             ARTICLE VI -- RESERVED


                            ARTICLE VII -- RESERVED


                                  ARTICLE VIII

                                   AMENDMENTS


     The Corporation reserves the right to adopt, repeal, rescind, alter,
restate or amend in any respect any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by applicable law, and
all rights conferred on stockholders herein are granted subject to this
reservation.

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     IN WITNESS WHEREOF, IndyMac Bancorp, Inc. has caused this Certificate to be
signed by Michael W. Perry, its authorized officer, who hereby acknowledges the
same to be his act and that of the Corporation, and further acknowledges that,
to the best of his knowledge, the matters and facts set forth therein are true
in all material respects under the penalties of perjury.


Dated this 24th day of October, 2000.


----------------------------------------
Michael W. Perry
Vice Chairman and Chief Executive Officer

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