AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           AMERICA SERVICE GROUP INC.
 
 
         The original Certificate of Incorporation of America Service Group Inc.
was filed with the Secretary of State of Delaware on June 19, 1990 and an
Amended and Restated Certificate of Incorporation was filed on November 27,
1990. This Amended and Restated Certificate of Incorporation not only restates
and integrates the original Certificate of Incorporation and all amendments
thereto and restatements thereof but also includes amendments adopted by the
stockholders of America Service Group Inc. on the date hereof. This Amended and
Restated Certificate of Incorporation was duly adopted in accordance with the
applicable provisions of Section 242 and 245 of the General Corporation Law of
Delaware and shall become effective upon filing with the Secretary of State of
the State of Delaware.
 
         FIRST:   The name of the Corporation is AMERICA SERVICE GROUP INC.
 
         SECOND: Its registered office in the State of Delaware is located at
101 Lukens Drive, Suite A, City of New Castle, New Castle County and the
corporation is the Registered Agent at such address.
 
         THIRD: The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
 
         FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is twelve million (12,000,000) shares,
of which ten million (10,000,000) shares of a par value of $.01 per share are to
be common stock (the "Common Stock"), and two million (2,000,000) shares of a
par value of $.01 per share are to be Preferred Stock (the "Preferred Stock").
 
         Shares of stock of the Corporation of any class hereby or hereafter
authorized or created may be issued by the Corporation form time to time for
such consideration, but no less than the par value thereof, permitted by law as
may be fixed from time to time by the Board of Directors. Said Board shall have
authority as provided by statute to determine that only a part of the
consideration which shall be received by the Corporation for any of the shares
of its stock which it shall issue from time to time shall be capital.
 
                                    SECTION A
 
                                  COMMON STOCK
 
         1.Voting Rights. Each share of Common Stock shall have one (1) vote and
the holders thereof shall have the right to vote (except to the extent otherwise
provided by law or this Amended and Restated Certificate of Incorporation) on
all matters subject to vote at any meeting of the stockholders of the
Corporation.
<PAGE>
 
         2. Dividends and Distributions. After accumulated dividends, if any,
upon the Preferred Stock of all series then outstanding shall have been paid, or
declared and set apart for payment, and after payment of any amounts required to
be applied or set aside in respect of any sinking fund for each series of
Preferred Stock then outstanding and entitled to the benefit of a sinking fund
shall have been made or provided for, then, and not otherwise (except for
dividends in shares of Common Stock, which may be declared and paid at any
time), the holders of Common Stock shall be entitled to receive such dividends
as may from time to time be declared by the Board of Directors.
 
         3. Purchases. Subject to any applicable provisions of this Article
FOURTH and to any limitations provided for in connection with any dividends or
sinking fund for any series of Preferred Stock or any other terms of such
series, and subject further to the limitations set forth in Article FIFTH
hereof, the Corporation may at any time or from time to time purchase or
otherwise acquire shares of its Common Stock in any manner now or hereafter
permitted by law, publicly or privately, or pursuant to any agreement.
 
 
 
                                    SECTION B
 
                                 PREFERRED STOCK
 
 
 
         The Preferred Stock may be issued from time to time in one or more
series with such distinctive serial designations and: (1) may have such voting
powers, full or limited, or no voting powers; (2) may be subject to redemption
at such time or times and at such price or prices; (3) shall be entitled to
receive dividends (which may be cumulative or noncumulative) at such rate, 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 series of
stock; (4) shall be entitled to such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation; (5) may be made convertible
into, or exchangeable for, shares of any other class or classes or of any series
thereof of the Corporation, at such price or prices or at such rates of
exchange, and with such adjustments; and (6) shall have such other relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof; all as shall hereafter be stated and expressed in the
resolution or resolutions providing for the issuance of such Preferred Stock
from time to time adopted by the Board of Directors pursuant to authority so to
do which is hereby vested in the Board.
 
                                    SECTION C
 
                                  MISCELLANEOUS
 
         1. Preemptive Rights. No holder of any share of any class of stock of
the Corporation shall have any preemptive right to subscribe for or acquire
additional shares of stock of any class of the Corporation or warrants or
options to purchase, or securities convertible into, shares of any class of
stock of the Corporation.
 
 
 
<PAGE>
 
 
                                    SECTION D
 
                  CONVERSION OF OUTSTANDING SHARES; STOCK SPLIT
 
         1. Class I Series A Preferred Stock. Notwithstanding anything in this
Amended and Restated Certificate of Incorporation to the contrary, as of the
effective date of this Amended and Restated Certificate of Incorporation, each
share of the Corporation's issued and outstanding Class I Series A Preferred
Stock shall be, without further action, automatically converted into 14.1177
shares of fully paid and non-assessable Common Stock. As of such date,
outstanding certificates representing shares of Class I Series A Preferred Stock
shall be deemed automatically to be and represent certificates for the number of
shares of Common Stock determined as set forth in the preceding sentence;
provided, however, that the holders thereof shall be entitled to present such
certificates to the Corporation for replacement with certificates reflecting
such number of shares of Common Stock. Upon such conversion, such shares of
Class I Series A Preferred Stock shall be cancelled and retired and shall not be
reissued.
 
         2. Class I Series B Preferred Stock. Notwithstanding anything in this
Amended and Restated Certificate of Incorporation to the contrary, as of the
effective date of this Amended and Restated Certificate of Incorporation, each
share of the Corporation's issued and outstanding Class I Series B Preferred
Stock shall be, without further action, automatically converted into 10 shares
of fully paid and non-assessable Common Stock. As of such date, outstanding
certificates representing shares of Class I Series B Preferred Stock shall be
deemed automatically to be and represent certificates for the number of shares
of Common Stock determined as set forth in the preceding sentence; provided,
however, that the holders thereof shall be entitled to present such certificates
to the Corporation for replacement with certificates reflecting such number of
shares of Common Stock. Upon such conversion, such shares of Class I Series B
Preferred Stock shall be cancelled and retired and shall not be reissued.
 
         3. Stock Split. Notwithstanding anything to the contrary in this
Amended and Restated Certificate of Incorporation, immediately upon the
completion of the automatic conversions specified in paragraphs 1 and 2 of this
Section D, each share of issued and outstanding Common Stock of the Corporation,
including the shares issued or issuable under paragraphs 1 and 2 above, shall be
automatically converted, without further action, into 3 shares of Common Stock.
As of such date, outstanding certificates representing shares of Common Stock
shall thereafter automatically be deemed to represent certificates for the
number of shares of Common Stock determined as set forth in the preceding
sentence; provided, however, that the holders thereof shall be entitled to
present such certificates to the Corporation for replacement with certificates
reflecting such number of shares of Common Stock.
 
         4. Record Date. The holders of Common Stock, Class I Series A Preferred
Stock and Class I Series B Preferred Stock of record as of the date of
effectiveness of this Amended and Restated Certificate of Incorporation shall be
the holders entitled to receive the shares specified in paragraphs 1,2 and 3 of
this Section D.
 
         FIFTH: The affirmative vote or consent of the holders of not less than
a majority of the outstanding Common Stock of this Corporation shall be required
to approve the purchase by the Corporation of any of its shares from any person
(or group of two or more persons) who
 
 
<PAGE>
 
beneficially holds five percent (5%) or more of the Corporation's outstanding
Common Stock if such shares have been held by such person or persons for less
than two years as of the proposed repurchase date unless the Corporation extends
its offer to repurchase on identical terms to all holders of Common Stock and
any Series of Preferred Stock convertible into Common Stock.
 
         SIXTH: The number of directors of the Corporation shall be such as from
time to time shall be fixed by or in the manner provided in the By-Laws.
 
         Any director may be removed from office as a director at any time, but
only for cause, by the affirmative vote of stockholders of record holding at
least seventy-five percent (75%) of the outstanding Common Stock of the
Corporation given at a meeting of the stockholders called for that purpose.
 
         SEVENTH: Except as otherwise specified in this Amended and Restated
Certificate of Incorporation, any corporate action upon which a vote of
stockholders is required or permitted under the General Corporation Law of
Delaware or under this Amended and Restated Certificate of Incorporation may be
taken without a meeting or vote of stockholders with the written consent of
stockholders having not less than the minimum percent of (A) the total vote
required by this Amended and Restated Certificate of Incorporation for the
proposed corporate action if a meeting were held, or (B) the total vote required
by statute if the Amended and Restated Certificate of Incorporation does not
specify the required vote; provided that prompt notice be given to all
stockholders of the taking of corporate action without a meeting by less than
unanimous written consent.
 
         Notwithstanding the provisions of this Amended and Restated Certificate
of Incorporation and any provisions of the By-Laws of the Corporation, no
amendment to this Amended and Restated Certificate of Incorporation shall amend,
modify or repeal any or all of the provisions of this Article SEVENTH, Article
SIXTH or Article FIFTH of this Amended and Restated Certificate of
Incorporation, unless so adopted by the affirmative vote or consent of the
holders of not less than seventy-five percent (75%) of the outstanding Common
Stock of the Corporation; provided, however, that in the event the Board of
Directors of the Corporation shall, by resolution adopted by a majority of the
directors then in office, recommend to the stockholders the adoption of any such
amendment, the stockholders of record holding a majority of the outstanding
Common Stock of the Corporation may amend, modify or repeal any or all such
provisions.
 
         EIGHTH: The Board of Directors of the Corporation is authorized to
adopt, amend or repeal the By-Laws of the Corporation, subject to applicable law
and any applicable provisions in any resolution of the Board of Directors
establishing the terms of any series of Preferred Stock (as contemplated by
Article FOURTH, Section B hereof), except that any By-Law provision adopted by
the stockholders may be amended or repealed only by the holders of not less than
a majority of the outstanding Common Stock of the Corporation.
 
         NINTH: Any resolution of the Board of Directors establishing the terms
of any series of Preferred Stock (as contemplated by Article FOURTH, Section B
hereof), shall be for all purposes a part of this Amended and Restated
Certificate of Incorporation when such resolution
 
<PAGE>
shall have become effective pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware.
 
         TENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this Article TENTH shall not eliminate or
limit the liability of a director: (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 which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the General Corporation Law of the State of
Delaware (or the corresponding provision of any successor act or law); or (iv)
for any transaction from which the director derived an improper personal
benefit. This Article TENTH shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date this Article TENTH
becomes effective. Neither the amendment nor repeal of this Article TENTH, nor
the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with this Article TENTH, shall eliminate or reduce
the effect of this Article TENTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article TENTH, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.
 
         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate to be signed by its duly authorized officers this 18th day
of November, 1991.
 
 
 
Attest:                                      AMERICA SERVICE GROUP INC.
 
 
 
    /s/ Don C. Brown                             /s/ Jeffrey A. Reasons
-------------------------                    ------------------------------
Don C. Brown, Secretary                      Jeffrey A. Reasons, President