CERTIFICATE OF CORRECTION
                     FILED TO CORRECT A CERTAIN ERROR IN THE
            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  LODGIAN, INC.
                             FILED IN THE OFFICE OF
                       THE SECRETARY OF STATE OF DELAWARE
                                ON APRIL 28, 2004
 
         LODGIAN, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
 
         1.       The name of the corporation is "LODGIAN, INC."
 
         2.       That a Second Amended and Restated Certificate of
Incorporation (the "Certificate") was filed by the Secretary of State of
Delaware on April 28, 2004, and that said Certificate requires correction as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.
 
         3.       Section 4.1 of the Certificate inaccurately stated that the
total number of shares of all classes of stock that the Corporation shall have
authority to issue is Sixty Million (60,000,000), of which Fifty Million
(50,000,000) shares shall be shares of Common Stock, par value $0.01 per share
("Common Stock"), and Ten Million (10,000,000) shares shall be shares of
Preferred Stock, par value $0.01 per share ("Preferred Stock").
 
         4.       The inaccuracy or defect of said Certificate to be corrected
is as follows:
 
                  FIRST:   That Section 4.1 of the Second Amended and Restated
         Certificate of Incorporation of the Corporation be and it hereby is
         amended by deleting Section 4.1 in its entirety and substituting the
         following in lieu thereof:
 
                  "SECTION 4.1 Authorized Capital; Shares. The total number of
         shares of all classes of stock that the Corporation shall have
         authority to issue is Seventy Million (70,000,000), of which Sixty
         Million (60,000,000) shares shall be shares of Common Stock, par value
         $0.01 per share ("Common Stock"), and Ten Million (10,000,000) shares
         shall be shares of Preferred Stock, par value $0.01 per share
         ("Preferred Stock")."
 
                  IN WITNESS WHEREOF, Lodgian, Inc. has caused this certificate
         to be signed by its President and Chief Executive Officer on June 3,
         2004.
 
 
                                          LODGIAN, INC.
 
 
                                          By: /S/ W. Thomas Parrington
                                             ----------------------------------
                                              W. Thomas Parrington, President
                                              and Chief Executive Officer
<PAGE>
 
 
                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  LODGIAN, INC.
        -----------------------------------------------------------------
 
                    Pursuant to the provisions of Section 102
                     of the Delaware General Corporation Law
        -----------------------------------------------------------------
 
                  Lodgian, Inc. (the "Corporation"), a corporation organized and
validly existing under the General Corporation Law of the State of Delaware,
does hereby certify as follows:
 
         (1)      The name of the Corporation is Lodgian, Inc. The Corporation
was originally incorporated under the name Servico Hotel Group, Inc. The
original Certificate of Incorporation of the Corporation was filed with the
office of the Secretary of State of the State of Delaware on February 11, 1998,
and restated most recently on April 13, 1998; amended by the Certificate of
Designations of Participating Preferred Stock filed on April 15, 1998; amended
by the Court Ordered Certificate of Amendment filed on November 22, 2002; and
further amended by the Certificate of Designation of the Series A Preferred
Stock filed on November 22, 2002.
 
         (2)      The provisions of the certificate of incorporation as
heretofore amended and/or supplemented, and as herein amended, are hereby
restated and integrated into the single instrument which is hereinafter set
forth, including APPENDIX A, and which is entitled the Second Amended and
Restated Certificate of Incorporation of Lodgian, Inc., without any further
amendment other than the amendment certified herein and without any discrepancy
between the provisions of the certificate of incorporation as heretofore amended
and supplemented and the provisions of the said single instrument hereinafter
set forth.
 
         (3)      The amendment and restatement of the certificate of
incorporation herein certified has been duly adopted by the stockholders in
accordance with the provisions of Sections 203(b)(3), 242 and 245 of the General
Corporation Law of the State of Delaware.
 
         (4)      The Restated Certificate of Incorporation, dated April 13,
1998 ("First Restated Certificate"), authorizes a class of stock designated as
preferred stock (the "Preferred Stock"), comprising 10,000,000 shares, par value
$0.01 per share, provides that such Preferred Stock may be issued from time to
time in one or more series, and vests authority in the Board of Directors of the
Corporation, within the limitations and restrictions stated in Section 4.2 of
Article IV of the First Restated Certificate, to fix or alter the voting powers,
designation, preferences and relative participating, optional or other special
rights, rights and terms of redemption, the redemption price or prices and the
liquidation preferences of any series of Preferred Stock within the limitations
set forth in the Delaware General Corporation Law. The Certificate of
Designation of Participating Preferred Stock designated 350,000 shares of the
Preferred Stock as Participating Preferred Stock (the "Participating
Preferred"). As of the date hereof, there are no issued and outstanding shares
of Participating Preferred. It is the desire of the Board of Directors of the
Corporation to cancel any previous rights, preferences or designations for the
Participating Preferred, and as a result, such shares of Participating Preferred
shall hereafter be considered authorized but unissued Preferred Stock subject to
the provisions of Section 4.2 of Article IV of the First Restated Certificate.
 
<PAGE>
 
         (5)      The First Restated Certificate authorizes a class of stock
designated as common stock (the "Common Stock"), comprising 30,000,000 shares,
par value $0.01 per share. Each three (3) shares of the Common Stock issued as
of the date and time immediately preceding April 30, 2004, the effective date of
a reverse stock split (the "Split Effective Date"), shall be automatically
changed and reclassified, as of the Split Effective Date and without further
action, into one (1) fully paid and nonassessable share of the Common Stock;
provided, however, that there shall be no fractional interest resulting from
such change and reclassification. In the case of any holder of fewer than three
(3) shares of Common Stock or any number of shares of Common Stock which, when
divided by three (3), does not result in a whole number (a "Fractional
Stockholder"), the fractional share interest of Common Stock held by such
Fractional Stockholder as a result of such change and reclassification shall be
redeemed for a cash payment by the Corporation in lieu of issuance. Each holder
of record of a certificate or certificates which immediately prior to the Split
Effective Date represents outstanding shares of Common Stock (the "Old
Certificates," whether one or more) shall be entitled to receive upon surrender
of such Old Certificates to the Corporation's transfer agent for cancellation, a
certificate or certificates (the "New Certificates," whether one or more)
representing the number of whole shares of Common Stock into and for which the
shares of the Common Stock formerly represented by such Old Certificates so
surrendered plus a cash payment in place of the fractional shares at a price
equal to the fraction to which the holder would otherwise be entitled multiplied
by the average of the closing prices of the Common Stock for the last ten (10)
trading days immediately prior to the Split Effective Date (or if such price is
not available, the average of the last bid and ask prices of the Common Stock on
such days or other price determined by the Board of Directors).  From and after
the Split Effective Date, Old Certificates shall represent only the right to
receive New Certificates, plus cash in lieu of fractional shares, pursuant to
the provisions hereof.
 
         (6)      This filing shall be made effective as of midnight, April 29,
2004.
 
         (7)      The certificate of incorporation of the Corporation, as
amended and restated herein, shall at the effective time of this Second Restated
Certificate of Incorporation (the "Second Restated Certificate"), read as
follows:
 
                                   "ARTICLE I
                                      NAME
 
                  SECTION 1.1 Name. The name of the Corporation is Lodgian, Inc.
 
                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT
 
                  SECTION 2.1 Office and Agent. The address of the registered
office of the Corporation in the State of Delaware is Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle. The name of
the registered agent of the Corporation at such address is The Corporation Trust
Company.
 
                                   ARTICLE III
                                CORPORATE PURPOSE
 
                  SECTION 3.1 Purpose. 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 the State of Delaware (the "DGCL").
 
 
                                      -2-
 
<PAGE>
 
                                   ARTICLE IV
                                 CAPITALIZATION
 
                  SECTION 4.1 Authorized Capital; Shares. The total number of
shares of all classes of stock that the Corporation shall have authority to
issue is Sixty Million (60,000,000), of which Fifty Million (50,000,000) shares
shall be shares of Common Stock, par value $0.01 per share ("Common Stock"), and
Ten Million (10,000,000) shares shall be shares of Preferred Stock, par value
$0.01 per share ("Preferred Stock").
 
                  SECTION 4.2 Preferred Stock. Shares of Preferred Stock of the
Corporation may be issued from time to time in one or more classes or series,
each of which class or series shall have such distinctive designation or title
as shall be fixed by the affirmative vote of a majority of the Board of
Directors of the Corporation prior to the issuance of any shares thereof. Each
such class or series of Preferred Stock shall have such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions, including the dividend rate, redemption price and liquidation
preference, and may be convertible into, or exchangeable for, at the option of
either the holder or the Corporation or upon the happening of a specified event,
shares of any other class or classes or any other series of the same or any
other class or classes of capital stock, or any debt securities, of the
Corporation at such price or prices or at such rate or rates of exchange and
with such adjustments as shall be stated and expressed in this Second Restated
Certificate of Incorporation or in any amendment hereto or in such resolution or
resolutions providing for the issuance of such class or series of Preferred
Stock as may be adopted from time to time by the affirmative vote of the number
of directors constituting the majority of the Board of Directors prior to the
issuance of any shares thereof pursuant to the authority hereby expressly vested
in it, all in accordance with the DGCL. The authority of the Board of Directors
with respect to each series shall also include, but not be limited to, the
determination of restrictions, if any, on the issue or reissue of any additional
shares of Preferred Stock.
 
                  SECTION 4.3 Series A Preferred Stock. Of the 10,000,000 shares
of Preferred Stock, a total of 7,100,000 shares shall be designated as Series A
Preferred Stock, with such powers, preferences and relative rights as set forth
on "APPENDIX A" attached hereto and made a part hereof.
 
                  SECTION 4.4 No Preemptive Rights. The holders of shares of
Common Stock shall have no preemptive or preferential rights of subscription to
any shares of any class of capital stock of the Corporation or any securities
convertible into or exchangeable for shares of any class of capital stock of the
Corporation.
 
                  SECTION 4.5 Prohibition of Non-Voting Equity Securities.
Notwithstanding anything herein to the contrary, the Corporation shall not be
authorized to issue non-voting equity securities of any class, series or other
designation to the extent prohibited by Section 1123(a)(6) of Title 11 of the
United States Code (the "Bankruptcy Code"); provided, however, that the
foregoing restriction shall (i) have no further force and effect beyond that
required under Section 1123(a)(6) of the Bankruptcy Code, (ii) only have such
force and effect for so long as such Section 1123(a)(6) is in effect and applies
to the Corporation, and (iii) be deemed void or eliminated if required by
applicable law.
 
                                      -3-
<PAGE>
 
                                    ARTICLE V
                                 INDEMNIFICATION
 
 
                  SECTION 5.1 Indemnification. (a) General. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
the full extent authorized or permitted by law, as now or hereafter in effect,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person seeking indemnification did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
 
                  (b)      Derivative Actions. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, to the full extent authorized or permitted by law, as now or
hereafter in effect, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation; provided,
however, that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
 
                  (c)      Successful Defense. To the extent that a present or
former director or officer of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) above, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
 
                  (d)      Proceedings Initiated by any Person. Notwithstanding
anything to the contrary contained in subsections (a) or (b) above, except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any person in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized in advance, or unanimously consented to, by the Board of Directors.
 
                  (e)      Procedure. Any indemnification under subsections (a)
and (b) above (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b) above. Such determination shall be made with respect to
a person who is a director or officer at
 
 
                                      -4-
<PAGE>
 
the time of such determination, (i) by a majority vote of a quorum of the
directors who are not parties to such action, suit or proceeding, (ii) by a
committee of such nonparty directors designated by a majority vote of such
directors, even though less than a quorum, (iii) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written
opinion, or (iv) by the stockholders of the Corporation.
 
                  (f)      Advancement of Expenses. Expenses (including
attorneys' fees) incurred by a director or an officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking in form and substance satisfactory
to the Corporation by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation pursuant to this Article V. Such expenses
(including attorneys' fees) incurred by former directors or officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the Corporation deems appropriate.
 
                  (g)      Rights Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of this Article V shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any law, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
 
                  (h)      Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of the DGCL.
 
                  (i)      Definition of "Corporation". For purposes of this
Article V, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article V with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
 
                  (j)      Certain Other Definitions. For purposes of this
Article V, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves
service by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
Corporation," as referred to in this Article V.
 
 
                                      -5-
<PAGE>
 
                  (k)      Continuation of Rights. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article V
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
 
                  (l)      Repeal or Modification. Any repeal or modification of
this Article V by the stockholders of the Corporation shall not adversely affect
any rights to indemnification and to advancement of expenses that any person may
have at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.
 
                  (m)      Action Against Corporation. Notwithstanding any
provisions of this Article V to the contrary, no person shall be entitled to
indemnification or advancement of expenses under this Article V with respect to
any action, suit or proceeding, or any claim therein, brought or made by him
against the Corporation.
 
                                   ARTICLE VI
                                    DIRECTORS
 
                  SECTION 6.1 Director Liability. (a) 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 a 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
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived any improper personal benefit.
 
                  (b)      If the DGCL is amended hereafter to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent authorized by the DGCL, as so amended, without further action by
either the Board of Directors or the stockholders of the Corporation.
 
                  (c)      Any repeal or modification of this Article VI shall
not adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to or at
the time of such repeal or modification.
 
                  SECTION 6.2 Removal. 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, with or
without cause, by the affirmative vote of the record holders of a majority of
the outstanding shares of the Corporation entitled to vote generally in the
election of directors.
 
                                   ARTICLE VII
                  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION
 
                  SECTION 7.1 Management of the Affairs of the Corporation. (a)
The business and affairs of the Corporation shall be managed by the Board of
Directors, which may exercise all the powers of the Corporation and do all such
lawful acts and things that are not conferred upon or reserved to the
stockholders by law, by this Second Restated Certificate of Incorporation or by
the bylaws of the Corporation (the "Bylaws").
 
                  (b)      Election of directors of the Corporation need not be
by written ballot, unless required by the Bylaws.
 
 
                                      -6-
<PAGE>
 
                  (c)      The following provisions are inserted for the
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:
 
                           (i)      The Bylaws, or any of them, may be altered,
         amended or repealed, or new bylaws may be made, but only to the extent
         any such alteration, amendment, repeal or new bylaw is not inconsistent
         with any provision of this Second Restated Certificate of Incorporation
         as it may be amended from time to time, either by the number of
         directors constituting the majority of the Board of Directors or by the
         stockholders of the Corporation upon the affirmative vote of the
         holders of at least 80% of the outstanding capital stock entitled to
         vote thereon.
 
                           (ii)     The Board of Directors shall be elected each
         year at the annual meeting of stockholders. Each director shall hold
         office until the annual meeting of stockholders for the year following
         the year of his or her election until his or her successor is elected
         and has qualified or until his or her earlier resignation, retirement,
         disqualification or removal from office.
 
                           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 Second
         Restated Certificate of Incorporation or the resolution or resolutions
         adopted by the Board of Directors pursuant to Section 4.2 of Article IV
         hereof applicable thereto.
 
                           (iii)    Subject to the rights, if any, of the
         holders of shares of Preferred Stock then outstanding and the notice
         provisions set forth in Section 6.2 of Article VI, any or all of the
         directors of the Corporation may be removed from office at any time
         only for cause by the affirmative vote of holders of a majority of the
         outstanding shares of the Corporation entitled to vote generally in the
         election of directors, considered for purposes of this paragraph as one
         class.
 
                           (iv)     Special meetings of the stockholders of the
         Corporation for any purpose or purposes may be called at any time by a
         majority of the members of the Board of Directors or Chief Executive
         Officer of the Corporation. A special meeting of the stockholders of
         the Corporation may not be called by any other person or persons.
 
                  SECTION 7.2 Business Combinations with Interested
Stockholders. To the fullest extent permitted by the DGCL, the Corporation
hereby elects not to be governed by Section 203 of the DGCL; provided, however,
this Section 7.2 shall not apply to any business combination between the
Corporation and any person who became an interested stockholder on or prior to
the filing date of this Second Restated Certificate of Incorporation.
 
                                  ARTICLE VIII
                                PRIVATE PROPERTY
 
                  SECTION 8.1 Private Property. The private property of the
stockholders of the Corporation shall not be subject to the payment of corporate
debts to any extent whatsoever.
 
 
                                      -7-
<PAGE>
 
                                   ARTICLE IX
                               SHAREHOLDER CONSENT
 
                  SECTION 9.1 No Stockholders' Consent in Lieu of Meeting. Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual meeting or special meeting of such
stockholders and may not be effected by any consent in writing by any such
stockholders.
 
                                    ARTICLE X
                                    AMENDMENT
 
                  SECTION 10.1 Amendments. Notwithstanding anything contained in
this Second Restated Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of the outstanding shares of
capital stock of the Corporation entitled to vote thereon shall be required to
amend, repeal, or adopt any provision inconsistent with, Section 6.2 of Article
VI, Section 7.1(c) of Article VII or this Article X of this Second Restated
Certificate of Incorporation."
 
 
 
 
                    Balance of Page Intentionally Left Blank
                           - Signature Page Follows -
 
 
 
                                      -8-
<PAGE>
 
 
 
         IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Corporation, has executed this Second Amended and Restated Certificate of
Incorporation this 28th day of April, 2004.
 
                                     LODGIAN, INC.
 
 
 
                                     By:/s/ W. Thomas Parrington
                                        ----------------------------------------
                                         W. Thomas Parrington
                                         President and Chief Executive Officer
 
 
 
                                      -9-