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                                                                     EXHIBIT 3.5


                           SEARCH CAPITAL GROUP, INC.

                          CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF DESIGNATION OF
                   SERIES B 9%/7% CONVERTIBLE PREFERRED STOCK


       Search Capital Group, Inc., a Delaware corporation (the "Corporation"),
acting pursuant to Section 242 of the Delaware General Corporation Law (the
"DGCL"), does hereby execute this Certificate of Amendment amending the
Certificate of Designation filed on August 2, 1996 of the Corporation and does
hereby certify that:

       1.     The name of the Corporation is Search Capital Group, Inc.

       2.     (a)    The Board of Directors of the Corporation, at a meeting
duly held on November 5, 1996, has duly adopted the following resolutions with
respect to the Corporation's 9%/7% Convertible Preferred Stock:

              WHEREAS, there are currently 4,000,000 authorized shares of the
       series of the Corporation's preferred stock designated as the Series B
       9%/7% Convertible Preferred Stock, par value $0.01 per share (the
       "Series B 9%/7% Preferred Stock"), of which 2,554,060 are issued and
       outstanding; and

              WHEREAS, pursuant to the Certificate of Designation of the Series
       B 9%/7% Preferred Stock, the Board of Directors of the Corporation may
       increase or decrease the number of authorized share of the Series B
       9%/7% Preferred Stock, but may not decrease below the number of shares
       of the series then outstanding; and

              WHEREAS, the Corporation desires to increase the authorized
       number of shares of the Series B 9%/7% Preferred Stock from 4,000,000
       shares to 6,000,000 shares.

              NOW, THEREFORE, BE IT RESOLVED, that the authorized number of
       shares of the Series B 9%/7% Preferred Stock be and hereby is increased
       from 4,000,000 shares to 6,000,000 shares.

              BE IT FURTHER RESOLVED, that the officers of the Corporation be
       and hereby are authorized, empowered and directed to cause to be
       prepared and filed a Certificate of Amendment setting forth these
       resolutions for the purpose of amending the Certificate of Designation
       of the Series B 9%/7% Preferred Stock to reflect the increase in the
       number of authorized shares of the Series B 9%/7% Preferred Stock from
       4,000,000 shares to 6,000,000 shares.
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              (b)    Effective upon filing of this Certificate in the office of
the Secretary of State, the authorized number of shares of Series B 9%/7%
Preferred Stock shall be increased from 4,000,000 shares to 6,000,000 shares.

       3.     Pursuant to Section 242 of the DGCL, this Certificate of
Amendment shall be effective upon filing in the office of the Secretary of
State and shall have the effect of amending the Restated Certificate of
Incorporation of the Corporation as set forth herein.

       IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested on its behalf this 5th day of November, 1996.

                                           SEARCH CAPITAL GROUP, INC.



                                           By:    SEARCH CAPITAL GROUP, INC.
                                           Name:  /s/ George C. Evans
                                           Title: Chairman & CEO

ATTEST:



By:    /s/ James F. Leary
Name:  James F. Leary
Title: Vice Chairman - Finance