RESTATED AND AMENDED
                  CERTIFICATE OF INCORPORATION
                               OF
             INTERNATIONAL AIRLINE SUPPORT GROUP, INC.


	International Airline Support Group, Inc., a 
corporation organized and existing under the laws of the 
State of Delaware, hereby certifies as follows:
	1.	The name of the corporation is International 
Airline Support Group, Inc. (the "Corporation").  The 
original Certificate of Incorporation of the Corporation was 
filed with the Secretary of State of the State of Delaware 
on October 20, 1989.
	2.	Pursuant to Sections 242 and 245 of the Delaware 
General Corporation Law, this Restated and Amended 
Certificate of Incorporation restates and integrates and 
further amends the provisions of the Certificate of 
Incorporation of the Corporation.
	3.	This Restated and Amended Certificate of 
Incorporation was duly adopted in accordance with the 
provisions of Sections 242 and 245 of the Delaware General 
Corporation Law.
	4.	Upon the filing in the Office of the Secretary of 
State of the State of Delaware of this Restated and Amended 
Certificate of Incorporation, the shares of common stock, 
par value $.001 per share, of the Corporation (the "Common 
Stock") issued and outstanding immediately prior to such 
filing of this Restated and Amended Certificate of 
Incorporation are hereby automatically reclassified and 
changed without any action on the part of the stockholders 
of the Corporation so that each twenty-seven (27) shares of 
Common Stock become one (1) share of common stock, par value 
$.001 per share, of the Corporation, neither increasing nor 
decreasing the Corporation's stated capital thereby.
	5.	The text of the Certificate of Incorporation as 
heretofore amended or supplemented is hereby restated and 
further amended to read in its entirety as follows:

I. ARTICLE 

	The name of the Corporation is International Airline 
Support Group, Inc.

I. ARTICLE 

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

I. ARTICLE 

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

I. ARTICLE 

	The Corporation shall have authority to issue 
20,000,000 shares of common stock, par value $.001 per share 
("Common Stock"), and 2,000,000 shares of preferred stock, 
par value $.001 per share ("Preferred Stock").

I. ARTICLE 

	The Board of Directors is authorized, subject to any 
limitations prescribed by law, to provide for the issuance 
of the 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 
designations, powers, preferences and rights of the shares 
of each such series and the qualifications, limitations and 
restrictions thereof.

	The authority of the Board of Directors with respect to 
each series 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;

A. 		The dividend rate on the shares of that 
series, if any, 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;

A. 		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;

A. 		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;

A. 		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 
dates 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;

A. 		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;

A. 		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; and

A. 		Any other relative rights, preferences 
and limitations of that series.

I. ARTICLE 

	Upon the filing of this Restated and Amended 
Certificate of Incorporation, the new Board of Directors of 
the Corporation shall consist of seven (7) members, but the 
number may be increased or decreased in the manner provided 
in the Bylaws of the Corporation; provided, however, that 
the number of directors constituting the full Board of 
Directors shall not be changed without the affirmative vote 
of at least seventy-five percent (75%) of the issued and 
outstanding shares of Common Stock.  The names and mailing 
addresses of the persons who are to serve as the new 
directors of the Corporation upon the filing of this 
Restated and Amended Certificate of Incorporation are:

                                        Alexius A. Dyer III
                                        International Airline Support 
                                        Group, Inc.
					8095 N.W. 64th Street
					Miami, Florida 33166

					George Murnane III
					International Airline Support 
                                        Group, Inc.
					8095 N.W. 64th Street
					Miami, Florida 33166
				
					E. James Mueller
					International Airline Support 
                                        Group, Inc.
					8095 N.W. 64th Street
					Miami, Florida 33166

					Kyle R. Kirkland
					International Airline Support 
                                        Group, Inc.
					8095 N.W. 64th Street
					Miami, Florida 33166

	The remaining three (3) directors shall be appointed by 
the Board of Directors after the filing of this Restated and 
Amended Certificate of Incorporation.

I. ARTICLE 

1. 	Section .  The Board of Directors shall have the 
power to adopt, amend or repeal any provision of the Bylaws 
of the Corporation.  Notwithstanding any other provision of 
this Restated and Amended Certificate of Incorporation or 
the Bylaws of the Corporation (and  notwithstanding that 
some lesser percentage may be specified by law), no 
provision of the Bylaws of the Corporation shall be amended, 
modified or repealed by the stockholders of the Corporation, 
nor shall any provision of the Bylaws of the Corporation 
inconsistent with any such provision be adopted by the 
stockholders of the Corporation, unless approved by the 
affirmative vote of at least seventy-five percent (75%) of 
the issued and outstanding shares of Common Stock.   

1. 	Section .  Notwithstanding any other provision of 
this Restated and Amended  Certificate of Incorporation or 
the Bylaws of the Corporation (and notwithstanding that some 
lesser percentage may be specified by law), no provision of 
Articles IV, V, VI, VII, VIII, or X of this Restated and 
Amended Certificate of Incorporation shall be amended, 
modified or repealed, nor shall any provision of this 
Restated and Amended Certificate of Incorporation 
inconsistent with any such provision be adopted, by the 
stockholders of the Corporation, unless approved by the 
affirmative vote of at least seventy-five percent (75%) of 
the issued and outstanding shares of Common Stock.  

I. ARTICLE 

	A director of the Corporation shall not be personally 
liable to the Corporation or its stockholders for monetary 
damages for breach of fiduciary duty as director, except for 
liability (i) for any breach of the director's duty of 
loyalty to the Corporation or its stockholders, (ii) for 
acts or omissions not in good faith or that 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 to authorize corporate 
action further eliminating or limiting 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 
Article by the stockholders of the Corporation shall not 
adversely affect any right or protection of a director of 
the Corporation existing at the time of or prior to such 
repeal or modification.

I. ARTICLE 

	The provisions of Section 203 of the Delaware General 
Corporation Law, as in effect on the date hereof and as 
amended hereafter, shall not be applicable to the 
Corporation.

ARTICLE X

	Notwithstanding any other provision of this Restated 
and Amended Certificate of Incorporation or the Bylaws of 
the Corporation, and notwithstanding anything to the 
contrary specified by law, no action required or permitted 
to be taken at any annual or special meeting of the 
stockholders of the Corporation may be taken without such a 
meeting, and the power of stockholders of the Corporation to 
consent in writing to the taking of such action without a 
meeting, as contemplated by Section 228 of the Delaware 
General Corporation Law, is hereby specifically denied.

I. ARTICLE I

	Elections of directors need not be by written ballot 
except and to the extent provided in the Bylaws of the 
Corporation.



	IN WITNESS WHEREOF, this Restated and Amended 
Certificate of Incorporation has been signed as of this 30th 
day of September, 1996.

					INTERNATIONAL AIRLINE SUPPORT 
                                        GROUP, INC.



By:   /s/ A.A. 
Dyer III                                                                 
					
Title: 	Chairman of the Board, 
President and Chief Executive Officer

Attest:


By: /s/ Robert K. Norris                                          T
Title: 	Secretary