<PAGE>
 
                                                                     Exhibit 3.1
                                                                     -----------

                          CERTIFICATE OF INCORPORATION
                                       OF
                     COUNTRYWIDE MORTGAGE INVESTMENTS, INC.


         THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

                                   ARTICLE I

                                      NAME
                                      ----
                                        
         The name of the Corporation is:  Countrywide Mortgage Investments, Inc.
(the "Corporation").

                                   ARTICLE II

                                REGISTERED AGENT
                                ----------------

         The address of the registered office of the Corporation in the State of
Delaware is:  Corporation Trust Center, 1209 Orange Street, New Castle County,
Wilmington, Delaware 19801.  The name of the Corporation's registered agent at
such registered office is The Corporation Trust Company.
<PAGE>
 
                                  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 Thirty Million (30,000,000),
 consisting of Thirty Million (30,000,000) shares of Common Stock having a par
 value of $0.01 per share.

           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.

                                       2
<PAGE>
 
                                   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.  The names and mailing addresses of the persons who shall serve as
directors until the first annual meeting of stockholders or until their
successors are duly elected and qualified are:

          David S. Loeb
          Countrywide Mortgage Investments, Inc.
          155 North Lake Avenue
          Pasadena, California  91101

          Angelo R. Mozilo
          Countrywide Mortgage Investments, Inc.
          155 North Lake Avenue
          Pasadena, California  91101

          Frederick J. Napolitano
          Pembroke Enterprises, Inc.
          281 Independence Boulevard
          Suite 626
          Virginia Beach, Virginia  23462

          Harley W. Snyder
          Harley Snyder Company
          407 East Lincoln Way
          Valparaiso, Indiana  46383

          Jack Carlson
          9901 Bluegrass Road
          Potomac, Maryland  20854

                                       3
<PAGE>
 
          Robert J. Donato
          PaineWebber Incorporated
          700 South Flower Street
          Los Angeles, California  90017

The powers of the Incorporator shall terminate upon the filing of this
Certificate of Incorporation.

          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.

                                       4
<PAGE>
 
          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

                                       5
<PAGE>
 
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.

          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 

                                       6
<PAGE>
 
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 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 

                                       7
<PAGE>
 
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. 

                                       8
<PAGE>
 
          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

               RESTRICTION ON ACQUISITION AND TRANSFER OF SHARES
               -------------------------------------------------

          Section 1.  Whenever it is deemed by the Board of Directors to be
prudent in protecting the status of the Corporation as a "real estate investment
trust" under the Internal Revenue Code of 1986, as amended (the "Code"), the

                                       9
<PAGE>
 
Board of Directors may require to be filed with the Corporation as a condition
to permitting any proposed transfer, and/or the registration of any transfer, of
shares of the Corporation a statement or affidavit from any proposed
transferee setting forth the number of shares already owned after application of
the attribution rules (the "Attribution Rules") of Section 544 of the Code by
the transferee and any related person(s) specified in the form prescribed by the
Board of Directors for that purpose.  All contracts for the sale or other
transfer of shares of the Corporation shall be subject to this provision.

          Section 2.  As a condition to the transfer and/or registration of
transfer of any shares of capital stock of the Corporation which would result in
any stockholder owning, directly or indirectly, shares in excess of 9% of the
outstanding shares of capital stock of the Corporation, the transferee of such
shares shall file with the Corporation an affidavit setting forth the number of
shares of capital stock of the Corporation owned directly and indirectly by the
person filing the affidavit.  For purposes of this Section, shares of capital
stock not owned directly shall be deemed to be owned indirectly by a person if
that person or a group of which he is a member would be the beneficial owner of
such shares for purposes of Rule 13d-3, or any successor rule thereto,
promulgated by the Securities and Exchange Commission under 

                                       10
<PAGE>
 
the Securities Exchange Act of 1934 (the "Exchange Act"), and/or would be
considered to own such shares by reason of the Attribution Rules. The affidavit
to be filed with the Corporation shall set forth all information required to be
reported in returns filed by stockholders under Regulation 1.857-9 issued by the
Internal Revenue Service, or similar provisions of any successor regulation, and
in reports to be filed under Section 13(d) of the Exchange Act. The affidavit,
or an amendment thereto, must be filed with the Corporation within 10 days after
demand therefor and in any event at least 15 days prior to any transfer,
registration of transfer or transaction which, if consummated, would cause the
filing person to hold shares in excess of 9% of the outstanding shares of
capital stock of the Corporation. No transfer nor any registration of any
purported transfer in violation of the notice provisions of this Section shall
be valid or be given effect. Notwithstanding the foregoing, compliance with the
requirements of this Section 2 shall not validate any purported transfer which
would result in any stockholder owning, directly or indirectly, shares in excess
of the "Limit" as defined in Section 4 of this Article VI.

          Section 3.  Any acquisition of shares of capital stock of the
Corporation that would result in any stockholder owning, directly or indirectly,
shares in excess of the "Limit" as defined in Section 4 of this Article VI shall
be 

                                       11
<PAGE>
 
void ab initio to the fullest extent permitted under applicable law and the
intended transferee of "Excess Shares," as defined in Section 4 of this Article
VI, shall be deemed never to have had an interest therein.  If the foregoing
provision is determined to be void, voidable or invalid by virtue of any legal
decision, statute, rule or regulation, then the transferee of such shares shall
be deemed to have acted as agent on behalf of the Corporation in acquiring such
shares and to hold such shares on behalf of the Corporation.

          Section 4. Notwithstanding any other provision hereof to the contrary,
and subject to the provisions of Section 5 of this Article VI, no person, or
persons acting as a group, shall at any time directly or indirectly acquire
ownership in the aggregate of more than 9.8% of the outstanding shares of
capital stock of the Corporation (the "Limit"). Shares which would, but for this
Section 4, be owned by a person or a group of persons in excess of the Limit at
any time shall be deemed "Excess Shares." For the purposes of determining and
dealing with Excess Shares, the term "ownership" shall be defined to include
shares of capital stock constructively owned by a person under the Attribution
Rules and shall also include shares of capital stock beneficially owned by a
person for purposes of Rule 13d-3, or any successor rule thereto, promulgated by
the Securities and Exchange Commission under the Exchange Act and the term

                                       12
<PAGE>
 
"group" shall have the same meaning as that term has for purposes of Section
13(d)(3) of such Act. All shares of the Corporation which any person has the
right to acquire upon exercise of outstanding rights, options and warrants, and
upon conversion of any securities convertible into shares, if any, shall be
considered outstanding for purpose of the Limit if such inclusion will cause
such person to own more than the Limit. Unless otherwise required by applicable
law, the Corporation shall refuse to transfer or register the transfer of, and
shall instruct the transfer agent of the Corporation to refuse to transfer or
register the transfer of, shares to the extent that, as a result of such
transfer or registration of transfer, any person would hold Excess Shares.

          Section 5. The Limit set forth in Sections 3 and 4 of this Article VI
and the filing requirements of Section 2 of this Article VI shall not apply to
the acquisition of shares of the Corporation by the Corporation, by an
underwriter in connection with a public offering of shares of the Corporation,
or in any transaction involving the issuance of shares by the Corporation, in
which the Board of Directors determines that the underwriter or other person or
party initially acquiring such shares will timely distribute such shares to or
among others such that, following such distribution, none of such shares will be
Excess Shares. The Board of Directors in its discretion may exempt from the
Limit 

                                       13
<PAGE>
 
under Sections 3 and 4 of this Article VI and from the filing requirements
of Section 2 of this Article VI ownership or transfers of certain designated
shares while owned by or transferred to any subsidiary of this Corporation or to
any other person in connection with a reorganization, recapitalization, merger,
liquidation or similar transaction approved by the Board of Directors, provided
that such person has given the Board of Directors evidence and assurances
acceptable to the Board of Directors that the qualification of the Corporation
as a "real estate investment trust" under the Code would not be jeopardized
thereby.

          Section 6.  Notwithstanding Sections 3 and 4 of this Article VI, if at
any time more than 9.8% of the shares of capital stock of the Corporation has
become concentrated in the hands of a "beneficial owner" (as such term is
defined for purposes of Rule 13d-3, or any successor rule thereto promulgated by
the Securities and Exchange Commission, under the Exchange Act), such beneficial
owner and each of his "affiliates" (as such term is defined on December 1, 1986
in Rule 12b-2 under the Exchange Act) owning any shares of capital stock of the
Corporation shall be deemed to have offered to sell to the Corporation or its
designee, on a date fixed by the Corporation, as specified in the Corporation's
notice of its or its designee's acceptance of such offer of sale, such a number
of shares of capital stock sufficient, in 

                                       14
<PAGE>
 
the opinion of the Board of Directors, to maintain or bring the direct or
indirect ownership of shares of capital stock of the Corporation of such
beneficial owner to no more than the Limit. The price at which the Corporation
or its designee may purchase the outstanding shares of capital stock of the
Corporation pursuant to the preceding sentence of this Section (the "Purchase
Price") shall be equal to the closing sales price for the shares, if then listed
on a national securities exchange, or the average of the closing sales prices
for the shares if then listed on more than one national securities exchange, or
if the shares are not then listed on a national securities exchange, the latest
bid quotation for the shares if then traded over-the-counter, on the last
business day immediately preceding the day on which the Corporation's notice of
its acceptance of the beneficial owner's and/or his affiliates' offer of sale is
sent, or, if no such closing sales prices or quotations are available, then the
Purchase Price shall be equal to the net asset value of such stock (determined
on the basis of the fair market value of the assets of the Corporation) as
determined by the Board of Directors in accordance with the provisions of
applicable law. The Purchase Price of any shares acquired by the Corporation or
its designee shall be paid, at the option of the Corporation, in cash or in the
form of an unsecured, subordinated promissory note of the Corporation or its
designee bearing interest and having a term to maturity (to be 

                                       15
<PAGE>
 
not less than five nor more than twenty years) as shall be determined by the
Board of Directors. Payment of the Purchase Price shall be made at such time and
in such manner as may be determined by the Board of Directors and specified in
the notice of acceptance sent to the beneficial owner and/or his affiliates.
From and after the date fixed for purchase by the Board of Directors and the
tender by the Corporation of the Purchase Price therefor, each as specified in
the Corporation's notice of its acceptance of the offer of sale, the holder of
any shares to be so purchased shall cease to be entitled to any rights as a
holder of such shares, excepting only the right to payment of the Purchase Price
fixed as aforesaid.

          Section 7.  Nothing contained in this Article VI or in any other
provision hereof shall limit the authority of the Board of Directors to take
such other action as it deems necessary or advisable to protect the Corporation
and the interests of its stockholders by preservation of the Corporation's
status as a "real estate investment trust" under the Code.

          Section 8.  For purposes of this Article VI only, the term "person"
shall include individuals, corporations, limited partnerships, general
partnerships, joint stock companies or associations, joint ventures,
associations, 

                                       16
<PAGE>
 
consortia, companies, trusts, banks, trust companies, land trusts, common law
trusts, business trusts and other entities, and governments and agencies and
political subdivisions thereof; provided, however, that such term shall not
include this Corporation or any of its subsidiaries.

          Section 9.  If any provision of this Article VI or any application of
any such provision is determined to be invalid by any federal or state court
having jurisdiction over the issues, the validity of the remaining provisions
shall not be affected and other applications of such provision shall be affected
only to the extent necessary to comply with the determination of such court.

                                  ARTICLE VII

                                   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.

                                       17
<PAGE>
 
                                  ARTICLE VIII

                                  INCORPORATOR
                                  ------------
                                        
          The name of the incorporator is Andrea J. Melville.  The
Incorporator's mailing address is 400 South Hope Street, Los Angeles, California
90071-2899.

          IN WITNESS WHEREOF, the undersigned incorporator of Countrywide
Mortgage Investments, Inc. hereby executes the foregoing Certificate of
Incorporation and acknowledges the same to be her act and further acknowledges
that, to the best of her knowledge, the matters and facts set forth therein are
true in all material respects under the penalties of perjury.

Dated this  19th    day of       January  , 1987.
            ----                 -------         

/s/ Andrea Melville
-------------------

                                       18
<PAGE>
 
                              AGREEMENT OF MERGER

     THIS AGREEMENT OF MERGER, dated as of Feb. 26, 1987, is entered into
between Countrywide Mortgage Investments, Inc., a Maryland corporation ("CMI
Maryland"), and Countrywide Mortgage Investments, Inc., a Delaware corporation
("CMI Delaware").  CMI Maryland and CMI Delaware are hereinafter sometimes
collectively referred to as the "Constituent Corporations."

                              W I T N E S S E T H:

     WHEREAS, CMI Maryland is a corporation duly organized and existing under
the laws of the State of Maryland;

     WHEREAS, CMI Delaware is a corporation duly organized and existing under
the laws of the State of Delaware;

     WHEREAS, on the date of this Agreement, CMI Maryland has authority to issue
10,000,000 shares of capital stock, consisting of 10,000,000 shares of Common
Stock, par value $.01 per share ("Maryland Common Stock"), of which 7,875,000
shares are issued and outstanding or reserved for issuance;

     WHEREAS, on the date of this Agreement, CMI Delaware has authority to issue
30,000,000 shares of capital stock, consisting of 30,000,000 shares of Common
Stock, par value $.01 per share ("Delaware Common Stock"), of which 100 shares
are issued and outstanding and owned by CMI Maryland;

     WHEREAS, the respective Boards of Directors of CMI Maryland and CMI
Delaware have determined that it is advisable and in the best interests of each
of such corporations that CMI Maryland merge with and into CMI Delaware upon the
terms and subject to the conditions set forth in this Agreement for the purpose
of effecting the change of the state of incorporation of CMI Maryland from
Maryland to Delaware;

     WHEREAS, the respective Boards of Directors of CMI Maryland and CMI
Delaware have, by resolutions duly adopted, approved this Agreement;

     WHEREAS, CMI Maryland has approved this Agreement as the sole stockholder
of CMI Delaware; and

     WHEREAS, the Board of Directors of CMI Maryland has directed that this
Agreement be submitted to a vote of its shareholders.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, CMI Maryland and CMI Delaware hereby agree as follows:

     1.  Merger.  CMI Maryland shall be merged with and into CMI Delaware (the
  "Merger"), and CMI Delaware shall be the surviving corporation (hereinafter
  sometimes referred to as the "Surviving Corporation").  The Merger shall
  become effective upon the date and at the time of filing of appropriate
  articles of merger, providing for the Merger, with the Maryland State
  Department of Assessments and Taxation or an appropriate certificate of
  merger, providing for the Merger, with the Secretary of State of the State of
  Delaware, whichever later occurs (the "Effective Time").

     2.  Governing Documents.  The Certificate of Incorporation of CMI Delaware,
  as in effect immediately prior to the Effective Time, shall be the Certificate
  of Incorporation of the Surviving Corporation without change or amendment
  until thereafter amended in accordance with the provisions thereof and
  applicable laws, and the Bylaws of CMI Delaware, as in effect immediately
  prior to the 
<PAGE>
 
  Effective Time, shall be the Bylaws of the Surviving Corporation without
  change or amendment until thereafter amended in accordance with the provisions
  thereof, of the Certificate of Incorporation of the Surviving Corporation and
  applicable laws.

     3.  Succession.  At the Effective Time, the separate corporate existence of
  CMI Maryland shall cease, and CMI Delaware shall posses all the rights,
  privileges, powers and franchises, of a public and private nature and be
  subject to all the restrictions, disabilities and duties of each of the
  Constituent Corporations; and all and singular, the rights, privileges, powers
  and franchises of each of the Constituent Corporations, and all property,
  real, personal and mixed, and all debts due to each of the Constituent
  Corporations on whatever account, as well for stock subscriptions as all other
  things in action belonging to each of the Constituent Corporations, shall be
  vested in the Surviving Corporation; and all property, rights, privileges,
  powers and franchises, and all and every other interest shall be thereafter as
  effectually the property of the Surviving Corporation as they were of the
  respective Constituent Corporations, and the title to any real estate vested
  by deed or otherwise, in either of such Constituent Corporations shall not
  revert or be in any way impaired by reason of the Merger; but all rights of
  creditors and all liens upon any property of CMI Maryland shall be preserved
  unimpaired.  To the extent permitted by law, any claim existing or action or
  proceeding pending by or against either of the Constituent Corporations may be
  prosecuted as if the Merger had not taken place.  All debts, liabilities and
  duties of the respective Constituent Corporations shall thenceforth attach to
  the Surviving Corporation and may be enforced against it to the same extent as
  if such debts, liabilities and duties had been incurred or contracted by it.
  All corporate acts, plans, policies, agreements, arrangements, approvals and
  authorizations of CMI Maryland, its shareholders, Board of Directors and
  committees thereof, officers and agents which were valid and effective
  immediately prior to the Effective Time, shall be taken for all purposes as
  the acts, plans, policies, agreements, arrangements, approvals and
  authorizations of the Surviving Corporation and shall be as effective and
  binding thereon as the same were with respect to CMI Maryland.  The employees
  and agents of CMI Maryland shall become the employees and agents of the
  Surviving Corporation and continue to be entitled to the same rights and
  benefits which they enjoyed as employees and agents of CMI Maryland.  The
  requirements of any plans or agreements of CMI Maryland involving the issuance
  or purchase by CMI Maryland of certain shares of its capital stock shall be
  satisfied by the issuance or purchase of a like number of shares of the
  Surviving Corporation.

     4.  Directors and Officers.  The Directors and Officers of CMI Maryland on
  the Effective Time shall be and become Directors and Officers, holding the
  same titles and positions, of the Surviving Corporation on the Effective Time,
  and after the Effective Time shall serve in accordance with the Bylaws of the
  Surviving Corporation.

     5.  Further Assurances.  From time to time, as and when required by the
  Surviving Corporation or by its successors or assigns, there shall be executed
  and delivered on behalf of CMI Maryland such deeds and other instruments, and
  there shall be taken or caused to be taken by it all such further and other
  action, as shall be appropriate, advisable or necessary in order to vest,
  perfect or confirm, of record or otherwise, in the Surviving Corporation the
  title to and possession of all property, interests, assets, rights,
  privileges, immunities, powers, franchises and authority of CMI Maryland, and
  otherwise to carry out the purposes of this Agreement, and the officers and
  directors of the Surviving Corporation are fully authorized in the name and on
  behalf of CMI Maryland or otherwise, to take any and all such action and to
  execute and deliver any and all such deeds and other instruments.

     6.  Conversion of Shares.  At the Effective Time, by virtue of the Merger
  and without any action on the part of the holder thereof:
<PAGE>
 
       (a) each share of Maryland Common Stock outstanding immediately prior to
     the Effective Time shall be changed and converted into and shall be one
     fully paid and nonassessable share of Delaware Common Stock; and

       (b) the 100 shares of Delaware Common Stock presently issued and
     outstanding in the name of CMI Maryland shall be cancelled and retired and
     resume the status of authorized and unissued shares of Delaware Common
     Stock, and no shares of Delaware Common Stock or other securities of CMI
     Delaware shall be issued in respect thereof.

     7.  Condition to Merger.  The Merger shall have received the requisite
  approval of the holders of Maryland Common Stock pursuant to the General
  Corporation Law of the State of Maryland.

     8.  Stock Certificates.  At and after the Effective Time, all of the
  outstanding certificates which, immediately prior to the Effective Time,
  represented shares of Maryland Common Stock shall, respectively, be deemed for
  all purposes to evidence ownership of, and to represent, shares of Delaware
  Common Stock into which the shares of Maryland Common Stock, formerly
  represented by such certificates, have been convened as herein provided.  The
  registered owner on the books and records of the Surviving Corporation or its
  transfer agents of any such outstanding stock certificate shall, until such
  certificate shall have been surrendered for transfer or otherwise accounted
  for to the Surviving Corporation or its transfer agents, have and be entitled
  to exercise any voting and other rights with respect to, and to receive any
  dividends and other distributions upon, the shares of Delaware Common Stock
  evidenced by such outstanding certificate as above provided.

     9.  Options.  Each option to purchase shares of Maryland Common Stock
  granted under the 1985 Stock Option Plan (the "Plan") of CMI Maryland which is
  outstanding immediately prior to the Effective Time, shall, by virtue of the
  Merger and without any action on the part of the holder thereof, be converted
  into and become an option to purchase the same number of shares of Delaware
  Common Stock at the same option price per share, and upon the same terms and
  subject to the same conditions as set forth in the Plan, as in effect at the
  Effective Time.  The same number of shares of Delaware Common Stock shall be
  reserved for purposes of said Plan as is equal to the number of shares of
  Maryland Common Stock so reserved as of the Effective Time.  As of the
  Effective Time, CMI Delaware hereby assumes the Plan and all obligations of
  CMI Maryland under the Plan, including the outstanding options or awards or
  portions thereof granted pursuant to the Plan, and the shares subject to such
  Plan shall thereafter be the shares of Delaware Common Stock reserved for
  issuance thereunder.

     10.  Amendment.  Subject to applicable law, this Agreement may be amended,
  modified or supplemented by written agreement of the parties hereto at any
  time prior to the Effective Time with respect to any of the terms contained
  herein; provided, however, that no such amendment, modification or supplement
  not adopted and approved by the shareholders of CMI Maryland and CMI Delaware
  shall affect the rights of either or both of such shareholders in a manner
  which is materially adverse to either or both of them.

     11.  Abandonment.  At any time prior to the Effective Time, this Agreement
  may be terminated and the Merger may be abandoned by the Board of Directors of
  CMI Maryland, notwithstanding approval of this Agreement by the stockholder of
  CMI Delaware or by the shareholders of CMI Maryland, or both, if, in the
  opinion of the Board of Directors of CMI Maryland, circumstances arise which,
  in the opinion of such Board of Directors, make the Merger for any reason
  inadvisable.

     12.  Counterparts.  In order to facilitate the filing and recording of this
  Agreement, the same may be executed in two or more counterparts, each of which
  shall be deemed to be an original and the same agreement.
<PAGE>
 
     IN WITNESS WHEREOF, CMI Maryland and CMI Delaware have caused this
Agreement to be signed by their respective duly authorized officers as of the
date first above written.


                                    COUNTRYWIDE MORTGAGE
                                    INVESTMENTS, INC.,
                                    a Maryland corporation


                                    By: /s/ Angelo R. Mozilo
                                        --------------------
                                        Angelo R. Mozilo,
                                        President

ATTEST:


By: /s/ Thomas H. Boone
    -------------------
    Thomas H. Boone,
    Secretary
                                    COUNTRYWIDE MORTGAGE
                                    INVESTMENTS, INC.,
                                    a Delaware corporation


                                    By: /s/ Angelo R. Mozilo
                                        --------------------
                                        Angelo R. Mozilo,
                                        President
ATTEST:


By: /s/ Thomas H. Boone
    -------------------
    Thomas H. Boone,
    Secretary
<PAGE>
 
                            CERTIFICATE OF APPROVAL
                                       OF
                              AGREEMENT OF MERGER

Angelo R. Mozilo and Thomas H. Boone certify that:

     1.  They are the President and the Secretary, respectively, of Countrywide
Mortgage Investments, Inc., a Delaware corporation.

     2.  The Agreement of Merger in the form attached was duly approved by the
Board of Directors and the sole stockholder of this corporation.

     3.  There is only one class of shares of capital stock of this corporation
outstanding, Common Stock, $.01 par value.  The number of shares of Common Stock
outstanding is 100.

     4.  The shareholder approval was by the holder of 100% of the outstanding
shares of this corporation.  The approval of a majority of the outstanding
shares of Common Stock is required to approve the Agreement of Merger.

     Date:  Feb. 26, 1987


                              /s/ Angelo R. Mozilo
                              --------------------
                              Angelo R. Mozilo, President

     ATTEST:                  /s/ Thomas H. Boone
                              -------------------
                              Thomas H. Boone, Secretary

(Delaware)
<PAGE>
 
STATE OF CALIFORNIA    )
                       )  ss.
COUNTY OF LOS ANGELES  )


     On February 26, 1987 before me, the undersigned, a Notary Public in and for
said State, personally appeared ANGELO R. MOZILO personally known to me or
proved to me on the basis of satisfactory evidence to be the person who executed
the within instrument as the President, and THOMAS H. BOONE personally known to
me or proved to me on the basis of satisfactory evidence to be the person who
executed the within instrument as the Secretary, of COUNTRYWIDE MORTGAGE
INVESTMENT, INC., a Delaware corporation, one of the corporations that executed
the within instrument and acknowledged to me that COUNTRYWIDE MORTGAGE
INVESTMENTS, INC. executed the within instrument pursuant to its by-laws or a
resolution of its board of directors.

WITNESS my hand and official seal.



                              Signature  /s/ Ayda Zenian
                                         ---------------
<PAGE>
 
            CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT



It is hereby certified that:

1.  The name of the corporation (hereinafter called the "corporation") is
COUNTRYWIDE MORTGAGE INVESTMENTS, INC.

2.  The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover  19901,
County of Kent.

3.  The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4.  The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on February 16, 1993.


                         \s\ Sandor E. Samuels
                         ---------------------
                         SANDOR E. SAMUELS  Sr. Vice - President


Attest:


\s\ Gwen J. Eells
-----------------
GWEN J. EELLS  Asst. Secretary
<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                    COUNTRYWIDE MORTGAGE INVESTMENTS, INC.

Countrywide Mortgage Investments, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
hereby certifies as follows:

     1.  That at a meeting of the Board of Directors of Countrywide Mortgage
Investments, Inc., (the "Corporation") resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling for the
proposal to be presented to the shareholders of the Corporation at a Special
Meeting of the Shareholders.  The resolution setting forth the proposed
amendment is as follows:

     RESOLVED, That the Certificate of Incorporation of the Corporation be
     amended by revising Article IV, Section 1 thereof so that, as amended,
     Article IV, Section 1 shall read as follows:

                                "CAPITAL STOCK
                                 -------------
                                        
          Section 1.  The total number of shares of capital stock which the
     Corporation shall have authority to issue is Sixty Million (60,000,000),
     consisting of Sixty Million (60,000,000) shares of Common Stock having a
     par value of $0.01 per share."

     2.   That thereafter, the Special Meeting of the Stockholders, held on
December 9, 1993, of said corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statue
were voted in favor of the amendment.

     3.   That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
<PAGE>
 
     IN WITNESS WHEREOF, said Countrywide Mortgage Investments, Inc. has caused
this certificate to be signed by Angelo R. Mozilo, its President, and Sandor E.
Samuels, its Secretary, this 11th day of December, 1993.


                               BY:  /s/ Angelo R. Mozilo 
                                    ---------------------------            
                                    Angelo R. Mozilo
                                    President


ATTEST:


/s/ Sandor E. Samuels 
-----------------------       
Sandor E. Samuels
Secretary
<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                     COUNTRYWIDE MORTGAGE INVESTMENTS, INC.

                                        
Countrywide Mortgage Investments, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
hereby certifies as follows:

     1.  That at a meeting of the Board of Directors of Countrywide Mortgage
Investments, Inc., (the "Corporation") resolutions were duly adopted setting
forth proposed amendments of the Certificate of Incorporation of said
Corporation, declaring said amendments to be advisable and calling for the
proposal to be presented to the stockholders of the Corporation at the Annual
Meeting of the Stockholders.  The resolutions setting forth the proposed
amendments are as follows:

     RESOLVED, That the Certificate of Incorporation of the Corporation be
     amended by revising ARTICLE I so that, as amended, ARTICLE I shall read as
     follows:
                                   ARTICLE I

                                     "NAME"
                                     ------
                                        
               The name of the Corporation is: CWM Mortgage Holdings, Inc. (the
          "Corporation").

     RESOLVED FURTHER, That the Certificate of Incorporation of the Corporation
     be further amended by adding a new ARTICLE VII to read as follows and by
     renumbering the existing ARTICLES VII and VIII as ARTICLES VIII and IX,
     respectively:

                                  ARTICLE VII

                 ACQUISITION OF SHARES BY CERTAIN ORGANIZATIONS
                 ----------------------------------------------

          Section 1.  Whenever it is deemed by the Board of Directors to be
     prudent in avoiding

               (a)  the direct or indirect imposition of  a penalty tax on the
          Corporation (including the imposition of an entity-level tax on one or
          more real estate mortgage investment conduits ("REMICs") or one or
          more taxable mortgage pools in which the Corporation has acquired or
          plans to acquire an interest) or
<PAGE>
 
               (b)  the endangerment of the tax status of one or more REMICs or
          one or more taxable mortgage pools in which the Corporation has
          acquired or plans to acquire an interest, the Board of Directors may
          require to be filed with the Corporation a statement or affidavit from
          any holder or proposed transferee of capital stock of the Corporation
          stating whether the holder or proposed transferee is

                    (i) the United States, any state or political subdivision
               thereof, any possession of the United States, any foreign
               government, any international organization, or any agency or
               instrumentality of the foregoing, or any other organization that
               is exempt from federal income taxation (including taxation under
               the unrelated business taxable income provisions of the Code) (a
               "Disqualified Organization") or

                    (ii) a partnership, trust, real estate investment trust,
               regulated investment company, or other pass-through entity in
               which a Disqualified Organization holds or is permitted to hold a
               direct or indirect beneficial interest (a "Pass-Through Entity").

          Any  contract for the sale or other transfer of shares of capital
          stock of the Corporation shall be subject to this provision.
          Furthermore, the Board of Directors shall have the right, but shall
          not be required, to refuse to transfer any shares of capital stock of
          the Corporation purportedly transferred, if either

               (a) a statement or affidavit requested pursuant to this Section 1
          has not been received, or

               (b) the proposed transferee is a Disqualified Organization or
          Pass-Through Entity.

          Section 2.  Any acquisition of shares of capital stock of the
     Corporation that could or would

               (a) result in the direct or indirect imposition of a penalty tax
          on the Corporation (including the imposition of an entity-level tax on
          one or more REMICs or one or more taxable mortgage pools in which the
          Corporation has acquired or plans to acquire an interest) or

               (b)  endanger the tax status of one or more REMICs or one or more
          taxable mortgage pools in which the Corporation has acquired or plans
          to acquire an interest shall be void ab initio to the fullest extent
          permitted under applicable law and the intended transferee of the
          subject shares shall be deemed never to have had an interest therein.

                                       2
<PAGE>
 
          If the foregoing provision is determined to be void or invalid by
     virtue of any legal decision, statute, rule or regulation, then the
     transferee of those shares shall be deemed, at the option of the
     Corporation, to have acted as agent on behalf of the Corporation in
     acquiring those shares and to hold those shares on behalf of the
     Corporation.

          Section 3.  Whenever it is deemed by the Board of Directors to be
     prudent in avoiding

               (a)  the direct or indirect imposition of a penalty tax on the
          Corporation (including the imposition of an entity-level tax on one or
          more REMICs or one or more taxable mortgage pools in which the
          Corporation has acquired or plans to acquire an interest) or

               (b) the endangerment of the tax status of one or more REMICs or
          one or more taxable mortgage pools in which the Corporation has
          acquired or plans to acquire an interest, the Corporation may redeem
          shares of its capital stock.

          Any such redemption shall be conducted in accordance with the
     procedures set forth in Section 6 of Article VI.

          Section 4.  Nothing contained in this Article or in any other
     provision hereof shall limit the authority of the Board of Directors to
     take any and all other action as it in its sole discretion deems necessary
     or advisable to protect the Corporation or the interests of its
     stockholders by avoiding
 
               (a) the direct or indirect imposition of a penalty tax on the
          Corporation (including the imposition of an entity-level tax on one or
          more REMICs or one or more taxable mortgage pools in which the
          Corporation has acquired or plans to acquire an interest) or

               (b) the endangerment of the tax status of one or more REMICs or
          one or more taxable mortgage pools in which the Corporation has
          acquired or plans to acquire an interest.

          Section 5.  If any provision of this Article or any application of any
     such provision is determined to be invalid by any federal or state court
     having jurisdiction over the issue, the validity of the remaining
     provisions shall be affected only to the extent necessary to comply with
     the determination of that court.

     2. That thereafter, the Annual Meeting of the Stockholders of the
Corporation was duly called and held on May 17, 1994, upon notice in accordance
with Section 222

                                       3
<PAGE>
 
of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendments.

     3. That said amendments were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Countrywide Mortgage Investments, Inc. has caused
this certificate to be signed by Sterling Blair Albernathy, its Senior Vice
President, and Richard H. Wohl, its Secretary, this 20th day of May, 1994.


                                      BY:  /s/ Sterling Blair Abernathy
                                          -----------------------------------
                                          Sterling Blair Abernathy
                                          Senior Vice President
ATTEST:


/s/ Richard H. Wohl   
--------------------------          
Richard H. Wohl
Secretary

                                       4
<PAGE>
 
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          CWM MORTGAGE HOLDINGS, INC.
                                        

     CWM Mortgage Holdings, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, hereby
certifies as follows:

     1.  That at a meeting of the Board of Directors of CWM Mortgage Holdings,
Inc. (the "Corporation") resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said Corporation, declaring
said amendment to be advisable and calling for the proposal to be presented to
the shareholders of the Corporation at the Annual Meeting of the Shareholders.
The resolution setting forth the proposed amendment is as follows:

     RESOLVED, That the Certificate of Incorporation of the Corporation be
     amended by revising Article IV, Section 1 thereof so that, as amended,
     Article IV, Section 1 shall read in full as follows:

                                 "CAPITAL STOCK
                                  -------------

     Section 1.  The total number of shares of capital stock which the
     Corporation shall have authority to issue is One Hundred Million
     (100,000,000), consisting of One Hundred Million (100,000,000) shares of
     Common Stock having a par value of $0.01 per share."

     2.  That thereafter, the Annual Meeting of the Shareholders of the
Corporation was duly called and held on May 17, 1995, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware at
which meeting the necessary number of shares as required by statute were voted
in favor of the amendment.

     3.  That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
<PAGE>
 
     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Michael W. Perry, its Executive Vice President, and Richard H. Wohl,
its Secretary, this 18th day of May, 1995.


                              \s\ Michael W. Perry
                              --------------------
                              Michael W. Perry
                              Executive Vice President


ATTEST:


\s\ Richard H. Wohl
-------------------
Richard H. Wohl
Secretary


                                      -2-
<PAGE>
 
                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                        INDEPENDENT LENDING CORPORATION
                        INTO CWM MORTGAGE HOLDINGS, INC.
                    (PURSUANT TO SECTION 253 OF THE GENERAL
                          CORPORATION LAW OF DELAWARE)


     CWM Mortgage Holdings, Inc. a Delaware corporation (the "Company"), does
hereby certify:

     FIRST:  That the Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND:  That the Company owns all of the outstanding shares of the capital
stock of Independent Lending Corporation, a Delaware corporation.

     THIRD:  That the Company, by the following resolutions of its Board of
Directors, duly adopted on the 20th day of January, 1997, determined to merge
into itself Independent Lending Corporation:

          "WHEREAS, The Board of Directors has been presented with a proposal by
the Company to merge Independent Lending Corporation, a wholly owned subsidiary,
with and into the Company (the "ILC Merger");

          WHEREAS, Section 253 of the Delaware General Corporation Law
authorizes the merger of a wholly owned subsidiary with and into its parent
corporation; and

          WHEREAS, It is the determination of the Board of Directors that the
ILC Merger would be in the best interests of the Company;

          NOW, THEREFORE, BE IT RESOLVED, That the merger of Independent Lending
Corporation with and into the Company is hereby approved;

          RESOLVED FURTHER, That the officers of the Company be, and each of
them hereby is, authorized, empowered and directed to execute such documents and
to take or cause to be taken any and all such other actions as he or they may
deem necessary, appropriate or advisable in order to carry out the intent and
purposes of the foregoing resolution; and

          RESOLVED FURTHER, That any actions heretofore taken by any officer of
the Company in connection with the ILC Merger be, and they hereby are, ratified,
confirmed and approved."
<PAGE>
 
     IN WITNESS WHEREOF, CWM Mortgage Holdings, Inc. has caused its corporate
seal to be affixed and this certificate to be signed by Michael W. Perry, its
authorized officer, this 31st day of January, 1997.



                                    CWM MORTGAGE HOLDINGS, INC.



                                    \s\ Michael W. Perry
                                    --------------------
                                    Michael W. Perry
                                    President and Chief Operating 
                                    Officer


                                       2
<PAGE>
 
                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                          CWM MORTGAGE HOLDINGS, INC.


        CWM Mortgage Holdings, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), hereby certifies as follows:

        1. That at a meeting of the Board of Directors of the Company
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Company, declaring said amendment to be
advisable and calling for the proposal to be presented to the shareholders of
the Company at the Annual Meeting of the Shareholders. The resolution setting
forth the proposed amendment is as follows:

           NOW, THEREFORE, BE IT RESOLVED, That subject to the requisite
approval of the shareholders of the Company at the Annual Meeting of
Shareholders, Article I of the Company's Certificate of Incorporation be amended
to read in full as follows:

                                  "ARTICLE I

                                     NAME
                                     ----

        The name of the Corporation is: INMC Mortgage Holdings, Inc. (the
"Corporation")."

        2. That thereafter, the Annual Meeting of the Shareholders of the
Company was duly called and held on June 24, 1997, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware, at
which meeting the necessary number of shares as required by statute were voted
in favor of the amendment.

        3. That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, the Company has caused this certificate to be signed
by Michael W. Perry, its President, and Richard H. Wohl, its Secretary, this 1st
day of July, 1997.

                                             /s/ Michael W. Perry
                                             --------------------
                                             Michael W. Perry    
                                             President            


ATTEST:


/s/ Richard H. Wohl
-------------------
Richard H. Wohl
Secretary
<PAGE>
 
                           CERTIFICATE OF MERGER OF
                   COUNTRYWIDE ASSET MANAGEMENT CORPORATION
                       INTO CWM MORTGAGE HOLDINGS, INC.

                        Pursuant to Section 251 of the 
               General Corporation Law of the State of Delaware

        The undersigned hereby certifies as follows:

        FIRST: The names of the constituent corporations are CWM Mortgage 
Holdings, Inc. ("CWM") and Countrywide Asset Management Corporation ("CAMC"). 
Each constituent corporation is incorporated under the laws of the State of 
Delaware.

        SECOND: An Agreement and Plan of Merger (the "Merger Agreement") dated 
as of January 29, 1997 by and among CWM, CAMC, and Countrywide Credit 
Industries, Inc. has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with Section
251 of the General Corporation Law of the State of Delaware.

        THIRD: The name of the corporation surviving the merger is CWM Mortgage 
Holdings, Inc. The Certificate of Incorporation of CWM as in effect at the 
Effective Time shall be the Certificate of Incorporation of the corporation 
surviving the Merger (the "Surviving Corporation").

        FOURTH: An executed copy of the Merger Agreement is on file at the 
principal place of business of the Surviving Corporation at 155 North Lake 
Avenue, Pasadena, California 91101, and a copy of the Merger Agreement will be 
furnished by the Surviving Corporation, on request and without cost, to any 
stockholder of either constituent corporations.

        IN WITNESS WHEREOF, CWM has caused this Certificate of Merger to be 
executed in its corporate name by its President and Chief Operating Officer and 
attested by its Secretary this 1st day of July, 1997.

                                        CWM MORTGAGE HOLDINGS, INC.


                                        /s/ Michael W. Perry
                                        ----------------------------
                                        Michael W. Perry
                                        President and Chief Operating Officer

Attest:

/s/ Richard H. Wohl
-------------------
Richard H. Wohl
Secretary

<PAGE>
 
                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                         INMC MORTGAGE HOLDINGS, INC.


        INMC Mortgage Holdings, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), hereby certifies as follows:

        1. That at a meeting of the Board of Directors of the Company
resolutions were duly adopted setting forth proposed amendments of the
Certificate of Incorporation of the Company, declaring said amendments to be
advisable and calling for the proposals to be presented to the shareholders of
the Company at the Annual Meeting of the Shareholders. The resolutions setting
forth the proposed amendments are as follows:

           NOW, THEREFORE, BE IT RESOLVED, That subject to the requisite
approval of the shareholders of the Company at the Annual Meeting of
Shareholders, Article I of the Company's Certificate of Incorporation be amended
to read in full as follows:

                                  "ARTICLE I

                                     NAME
                                     ----

The name of the Corporation is: IndyMac Mortgage Holdings, Inc. (the
"Corporation")."

           NOW THEREFORE, BE IT RESOLVED, That subject to the requisite approval
of the shareholders of the Company at the Annual Meeting of Shareholders,
Article IV, Section 1 of the Company's Certificate of Incorporation be amended
to read in full as follows:

                                  "ARTICLE IV

                                 CAPITAL STOCK
                                 -------------
                 
Section 1. The total number of shares of capital stock which INMC 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 
<PAGE>
 
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:

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

          (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
<PAGE>
 
     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."

     2. That thereafter, the Annual Meeting of the Shareholders of the Company
was duly called and held on May 19, 1998, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute were voted in favor of the
amendment.

     3. That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Company has caused this certificate to be signed by
Michael W. Perry, its President, and Richard H. Wohl, its Secretary, this 19th
day of May, 1998.


                                               /s/ Michael W. Perry
                                               --------------------
                                               Michael W. Perry
                                               President


ATTEST:


/s/ Richard H. Wohl
-------------------
Richard H. Wohl
Secretary