AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HOMESERVICES.COM INC.

                 -----------------------------------------

              Pursuant to Sections 242 and 245 of the General
                  Corporation Law of the State of Delaware
                 -----------------------------------------


           HomeServices.Com  Inc. (the "Corporation"),  a corporation  organized
 and existing  under the General  Corporation  Law of the State of Delaware (the
 "GCL"), does hereby certify as follows:

           FIRST:  The name of the Corporation is HomeServices.Com Inc.  The
 name under which the Corporation was originally incorporated was
 HomeServices.Com Inc. and the original Certificate of Incorporation of the
 Corporation was filed with the Secretary of State of the State of Delaware
 on July 13, 1999.

           SECOND:  This Amended and Restated  Certificate of Incorporation  was
 duly  adopted  by  the  Board  of  Directors  and by  the  stockholders  of the
 Corporation under the provisions of Sections 228, 242 and 245 of the GCL.

           THIRD:  This Amended and Restated Certificate of Incorporation
 amends and restates the Certificate of Incorporation of the Corporation, as
 heretofore amended.

           FOURTH:  The text of the Restated Certificate of Incorporation is
 amended and restated in its entirety as follows:

           ARTICLE I:  The name of the Corporation is HomeServices.Com Inc.
 (hereinafter, the "Corporation").

           ARTICLE II: The address of the registered  office of the  Corporation
 in the State of  Delaware  is 1209 Orange  Street,  in the City of  Wilmington,
 County of New Castle.  The name of its registered  agent at that address is The
 Corporation Trust Company.
<PAGE>

           ARTICLE  III:  The  purpose  of the  Corporation  is to engage in any
 lawful act or  activity  for which a  corporation  may be  organized  under the
 General Corporation Law of the State of Delaware as set forth in Title 8 of the
 Delaware Code (the "GCL").

           ARTICLE  IV:  (a) The  total  number  of  shares  of stock  which the
 Corporation shall have authority to issue is 38,000,000 shares of Common Stock,
 each having a par value of $0.01, and 2,000,000 shares of Preferred Stock, each
 having a par value of $0.01.

           (b) The  powers,  preferences  and  rights,  and the  qualifications,
 limitations and restrictions, of each class of the Common Stock are as follows:

              (1)  The  holders  of  shares  of  Common  Stock  shall  not  have
 cumulative voting rights.

              (2) Subject to the rights of the holders of Preferred  Stock,  and
 subject to any other  provisions  of this Amended and Restated  Certificate  of
 Incorporation,  as it may be  amended  from time to time,  holders of shares of
 Common   Stock  shall  be  entitled  to  receive  such   dividends   and  other
 distributions  in cash,  stock or property of the  Corporation  when, as and if
 declared  thereon by the Board of Directors  from time to time out of assets or
 funds of the Corporation legally available therefor.

              (3) In the event of any  liquidation,  dissolution  or  winding up
 (either voluntary or involuntary) of the Corporation,  the holders of shares of
 Common  Stock  shall  be  entitled  to  receive  the  assets  and  funds of the
 Corporation  available for distribution  after payments to creditors and to the
 holders  of any  Preferred  Stock  of the  Corporation  that may at the time be
 outstanding, in proportion to the number of shares held by them, respectively.

              (4) In the event of a merger or  consolidation  of the Corporation
 with or into another  entity  (whether or not the  Corporation is the surviving
 entity), the holders of each share of Common Stock shall be entitled to receive
 the same per share consideration on a per share basis.

              (5) No  holder of shares of  Common  Stock  shall be  entitled  to
 preemptive or subscription rights.

              (6) Subject to the requirements of applicable law, the Corporation
 shall  have the  power to issue  and sell all or any part of any  shares of any
 class of stock herein or hereafter  authorized  to such  persons,  and for such
 consideration,  as the  Board of  Directors  shall  from  time to time,  in its
 discretion,  determine,  whether or not greater consideration could be received
 upon the issue or sale of the same  number of shares of another  class,  and as
 otherwise  permitted by law. Subject to the requirements of applicable law, the
 Corporation  shall have the power to purchase  any shares of any class of stock
 herein or hereafter  authorized from such persons,  and for such consideration,
 as the  Board  of  Directors  shall  from  time  to  time,  in its  discretion,
 determine, whether or not less consideration could be paid upon the purchase of
 the same number of shares of another class, and as otherwise permitted by law.
<PAGE>

           (c) The Board of Directors is expressly authorized to provide for the
 issuance of all or any shares of the Preferred  Stock in one or more classes or
 series,  and to fix for each such class or series such voting  powers,  full or
 limited,  or no voting powers, and such distinctive  designations,  preferences
 and  relative,  participating,  optional  or  other  special  rights  and  such
 qualifications,  limitations or  restrictions  thereof,  as shall be stated and
 expressed in the  resolution or  resolutions  adopted by the Board of Directors
 providing  for the  issuance of such class or series and as may be permitted by
 the GCL, including,  without limitation, the authority to provide that any such
 class or series may be (i) subject to  redemption  at such time or times and at
 such  price or  prices;  (ii)  entitled  to  receive  dividends  (which  may be
 cumulative or  non-cumulative)  at such rates, on such conditions,  and at such
 times,  and payable in  preference  to, or in such  relation to, the  dividends
 payable on any other class or classes or any other  series;  (iii)  entitled to
 such rights upon the dissolution of, or upon any distribution of the assets of,
 the Corporation;  or (iv) convertible  into, or exchangeable for, shares of any
 other  class or  classes  of stock,  or of any other  series of the same or any
 other class or classes of stock,  of the Corporation at such price or prices or
 at such rates of exchange  and with such  adjustments;  all as may be stated in
 such resolution or resolutions.

           ARTICLE V:     (a)   The business and affairs of the Corporation
 shall be managed by or under the direction of the Board of Directors.

           (b) The number of directors of the Corporation shall be no fewer than
 three,  nor more than  fifteen,  the exact  number of which shall be fixed from
 time to time by the Board of  Directors.  Election of directors  need not be by
 written ballot unless the Bylaws so provide.

           (c) The  directors  shall be divided into three  classes,  designated
 Class I, Class II and Class III. Each class shall consist,  as nearly as may be
 possible, of one-third of the total number of directors constituting the entire
 Board of Directors. The initial division of the Board of Directors into classes
 shall be made by the  decision  of the  affirmative  vote of a majority  of the
 entire  Board of  Directors.  The term of the initial  Class I directors  shall
 terminate on the date of the 2000 annual meeting of  stockholders;  the term of
 the initial Class II directors  shall  terminate on the date of the 2001 annual
 meeting of stockholders;  and the term of the initial Class III directors shall
 terminate  on the date of the 2002  annual  meeting  of  stockholders.  At each
 succeeding annual meeting of stockholders  beginning in 2000, successors to the
 class of directors  whose term expires at that annual  meeting shall be elected
 for a three-year  term. If the number of directors is changed,  any increase or
 decrease shall be apportioned among the classes so as to maintain the number of
 directors  in each class as nearly  equal as  possible.  A director  shall hold
 office  until the annual  meeting for the year in which his or her term expires
 and until his or her  successor  shall be elected and shall  qualify,  subject,
 however, to prior death, resignation,  retirement,  disqualification or removal
 from office.
<PAGE>

           (d)  Subject  to the  terms of any one or more  classes  or series of
 Preferred  Stock,  any  vacancy  on the  Board of  Directors  caused  by death,
 resignation,  retirement,  disqualification  or  removal  or  any  other  cause
 (including an increase in the number of directors)  may be filled by resolution
 adopted by a majority of the Board of Directors  then in office  whether or not
 such majority  constitutes less than quorum,  or by a sole remaining  director.
 Any director of any class elected to fill a vacancy  resulting from an increase
 in the  number of  directors  of such class  shall hold  office for a term that
 shall coincide with the remaining term of that class.  Any director  elected to
 fill a vacancy not resulting from an increase in the number of directors  shall
 have the same  remaining  term as that of his  predecessor.  No decrease in the
 size of the Board of Directors  shall have the effect of shortening the term of
 any incumbent director.

           (e)  Subject  to the  rights,  if any,  of the  holders  of shares of
 Preferred  Stock  then  outstanding,  any  or  all  of  the  directors  of  the
 Corporation may be removed from office at any time, but only for cause and only
 by the  affirmative  vote of the  holders of at least a majority  of the voting
 power of the  Corporation's  then  outstanding  capital stock  entitled to vote
 generally in the election of directors. Notwithstanding the foregoing, whenever
 the holders of any one or more classes or series of  Preferred  Stock issued by
 the Corporation shall have the right,  voting separately by class or series, to
 elect directors at an annual or special meeting of stockholders,  the election,
 term of office,  filling of vacancies and other features of such  directorships
 shall be governed  by the terms of this  Amended and  Restated  Certificate  of
 Incorporation  applicable  thereto,  and such directors so elected shall not be
 divided into classes  pursuant to this Article V unless  expressly  provided by
 such terms.

           ARTICLE VI: In addition to the powers and authority  hereinbefore  or
 by statute expressly conferred upon them, the directors are hereby empowered to
 exercise all such powers and do all such acts and things as may be exercised or
 done by the Corporation,  subject,  nevertheless, to the provisions of the GCL,
 this Amended and Restated Certificate of Incorporation,  and any Bylaws adopted
 by the stockholders; provided, however, that no Bylaws hereafter adopted by the
 stockholders  shall  invalidate any prior act of the directors which would have
 been  valid if such  Bylaws  had not been  adopted.  The  directors  shall have
 concurrent power with the stockholders to make, alter, amend, change, add to or
 repeal the Bylaws of the Corporation except as otherwise provided therein.

           ARTICLE  VII:  No  director   shall  be  personally   liable  to  the
 Corporation  or any of its  stockholders  for  monetary  damages  for breach of
 fiduciary  duty as a director,  except for  liability (i) for any breach of the
 director's duty of loyalty to the Corporation or its stockholder, (ii) for acts
 or omissions  not in good faith or which  involve  intentional  misconduct or a
 knowing violation of the law, (iii) pursuant to Section 174 of the GCL and (iv)
 for any  transaction  from  which the  director  derived an  improper  personal
 benefit.  Any repeal or modification of this Article VII 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 such repeal or modification
 with  respect  to  acts  or  omissions   occurring  prior  to  such  repeal  or
 modification.
<PAGE>

           ARTICLE  VIII:  The  Corporation  shall  indemnify  its directors and
 officers  to the  fullest  extent  authorized  or  permitted  by law, as now or
 hereafter in effect, and such right to  indemnification  shall continue as to a
 person who has ceased to be a director or officer of the  Corporation and shall
 inure to the  benefit of his or her heirs,  executors  and  personal  and legal
 representatives;  provided,  however,  that,  except for proceedings to enforce
 rights to indemnification,  the Corporation shall not be obligated to indemnify
 any  director or officer (or his or her heirs,  executors  or personal or legal
 representatives) in connection with a proceeding (or part thereof) initiated by
 such  person  unless  such  proceeding  (or part  thereof)  was  authorized  or
 consented to by the Board of Directors. The right to indemnification  conferred
 by this Article VIII shall include the right to be paid by the  Corporation the
 expenses incurred in defending or otherwise  participating in any proceeding as
 incurred in advance of its final disposition

           The  Corporation  may, to the extent  authorized from time to time by
 the  Board  of  Directors,   provide  rights  to  indemnification  and  to  the
 advancement of expenses to employees and agents of the  Corporation  similar to
 those  conferred  in  this  Article  VIII  to  directors  and  officers  of the
 Corporation.

           The  rights  to  indemnification  and  to  the  advance  of  expenses
 conferred  in this Article VIII shall not be exclusive of any other right which
 any person may have or hereafter  acquire  under this Restated  Certificate  of
 Incorporation,  the Bylaws of the Corporation,  any statute, agreement, vote of
 stockholders or disinterested directors, contract or otherwise.

           Any repeal or modification  of this Article VIII by the  stockholders
 of the Corporation shall not adversely affect any rights to indemnification and
 to the  advancement  of expenses  of a director  or officer of the  Corporation
 existing at the time of such repeal or modification with respect to any acts or
 omissions occurring prior to such repeal or modification.

           ARTICLE IX:    The Corporation hereby elects not to be governed
 by Section 203 of the GCL pursuant to Section 203(b) therein.

           ARTICLE X: Meetings of stockholders may be held within or without the
 State of Delaware,  as the Bylaws may provide. The books of the Corporation may
 be kept  (subject to any  provision  contained in the GCL) outside the State of
 Delaware at such place or places as may be designated  from time to time by the
 Board of Directors or in the Bylaws of the Corporation.
<PAGE>

           ARTICLE  XI:  Any action  required  or  permitted  to be taken by the
 stockholders  of the  Corporation  may be  effected  only  upon the vote of the
 stockholders   at  an  annual  or  special   meeting  of  stockholders  of  the
 Corporation,  duly noticed and called under the Bylaws of the  Corporation  and
 the  ability  of the  stockholders  to  consent in writing to the taking of any
 action is hereby specifically denied.

           ARTICLE  XII:  In  furtherance  and not in  limitation  of the powers
 conferred upon it by the laws of the State of Delaware,  the Board of Directors
 shall have the power to adopt, amend, alter or repeal the Corporation's Bylaws.
 The  affirmative  vote of at least a majority of the  directors  then in office
 shall be required to adopt,  amend,  alter or repeal the Corporation's  Bylaws.
 The Corporation's Bylaws also may be adopted,  amended,  altered or repealed by
 the  affirmative  vote of the holders of at least eighty  percent  (80%) of the
 voting power of the shares entitled to vote at an election of directors.

           ARTICLE XIII:  The  Corporation  reserves the right to amend,  alter,
 change  or  repeal  any  provision  contained  in  this  Amended  and  Restated
 Certificate  of  Incorporation,  in the manner now or hereafter  prescribed  by
 statute,  and all rights conferred upon stockholders herein are granted subject
 to  this  reservation;   provided,  however,  that  notwithstanding  any  other
 provision of this Amended and Restated  Certificate  of  Incorporation  (and in
 addition to any other vote required by law), the  affirmative  vote of at least
 eighty  percent (80%) of the voting power of the shares  entitled to vote at an
 election of directors shall be required to amend,  alter,  change or repeal, or
 to adopt any  provision  as part of this Amended and  Restated  Certificate  of
 Incorporation  inconsistent with the purpose and intent of Articles V, VIII, XI
 and XII of this  Amended and  Restated  Certificate  of  Incorporation  or this
 Article XIII.

           ARTICLE XIV: This Restated  Certificate of Incorporation shall become
 effective  at 11:00  a.m.,  Eastern  Daylight  Time,  on the date on which this
 Restated  Certificate of  Incorporation is filed with the Secretary of State of
 the State of Delaware.

           IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Amended and
 Restated Certificate of Incorporation to be executed on its behalf this 7th day
 of October, 1999.


                              HOMESERVICES.COM INC.


                               By:  /s/ Steven A. McArthur
                                    --------------------------
                                    Name:  Steven A. McArthur
                                    Title: Senior Vice President,
                                           General Counsel and
                                           Secretary