RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                             RESOURCE AMERICA, INC.
 
         RESOURCE AMERICA, INC., a corporation organized on February 9, 1966
under the name of S.M.T.R. Corp. in accordance with the General Corporation Law
of the State of Delaware and pursuant to Section 245 thereof hereby restates its
Certificate of Incorporation in its entirety, without amendment, as follows:
 
         FIRST. The name of this corporation is Resource America, Inc. (the
"Corporation").
 
         SECOND. The Corporation's registered office is located at 49 Bancroft
Mills, Unit P15, Wilmington, New Castle County, Delaware 19806. The name of the
Corporation's registered agent at said address is Andrew M. Lubin.
 
         THIRD. 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.
 
         FOURTH. The total number of shares of capital stock which the
Corporation shall have authority to issue is fifty million (50,000,000), of
which forty-nine million (49,000,000) shall be shares of common stock (the
"Common Stock"), with a par value of one cent ($.01) per share, and one million
(1,000,000) shall be shares of preferred stock (the "Preferred Stock"), with a
par value of one dollar ($1.00) per share.
 
         A statement of the designations of the authorized classes of stock or
of any series thereof, and the powers, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof, or of the authority of the Board of Directors to fix by resolution or
resolutions such designations and other terms not fixed by the Certificate of
Incorporation, is as follows:
 
         1. The Preferred Stock may be issued in one or more series, from time
to time, with each such series to have such designation, powers, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation, subject to the limitations prescribed by
law and in accordance with the provisions hereof, the Board of Directors being
hereby expressly vested with the authority to adopt any such resolution or
resolutions. The authority of the Board of Directors with respect to each such
series shall include, but not be limited to the determination or fixing of the
following:
 
                  (i) The distinctive designation and number of shares
comprising such series, which number may (except where otherwise provided by the
Board of Directors in creating such series) be increased or decreased (but not
below the number of shares then outstanding) from time to time by like action of
the Board of Directors;
 
 
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                  (ii) The dividend rate of such series, the conditions and
times upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class or classes of
stock or series thereof, or any other series of the same class, whether the
Corporation shall be required to pay such dividends on specified dates, if funds
are legally available for the payment thereof, or, whether the payment of such
dividends shall be entirely at the discretion of the Board of Directors, whether
such dividends shall be payable in cash or by the issuance of Common or
Preferred Stock of the Corporation, and whether dividends shall be cumulative or
non-cumulative;
 
                  (iii) Whether or not the shares of such series shall be
subject to redemption by the Corporation and the conditions thereof, and the
times, prices and other terms and provisions upon which the shares of the series
may be redeemed;
 
                  (iv) Whether or not the shares of the series shall be subject
to the operation of a retirement or sinking fund to be applied to the purchase
or redemption of such shares and, if such retirement or sinking fund be
established, the annual amount thereof, and the terms and provisions relative to
the operation thereof;
 
                  (v) Whether or not the shares of the series shall be
convertible into or exchangeable for shares of any other class or classes, with
or without par value, or of any other series of the same class, and, if
provision is made for conversion or exchange, the times, prices, rates,
adjustments and other terms and conditions of such conversion or exchange;
 
                  (vi) Whether or not the shares of the series have voting
rights, in addition to the voting rights provided by law, and, if so, the terms
of such voting rights, and the number of votes per share;
 
                  (vii) The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution, or upon distribution of
assets of the Corporation;
 
                  (viii) Any other powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof of the shares of such series, as the Board of Directors
may deem advisable and as shall not be inconsistent with the provisions of the
Certificate of Incorporation.
 
         2. The holders of shares of the Preferred Stock of such series shall be
entitled to receive dividends, in accordance with the terms applicable to their
stock, out of funds legally available for the payment thereof, at the rate fixed
for such series and before any dividends, other than dividends payable without
distinction between Preferred Stock and Common Stock, shall be declared and paid
or set apart for payment on the Common Stock. In the event that holders of
 
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shares of Preferred Stock of any series shall have a preference over any other
class or series of stock with respect to dividends and in the event of default
in the payment of such dividends, holders of such series of Preferred Stock
shall be entitled to elect one or more directors to the Board of Directors of
the Corporation to represent the interests of such series until said event of
default shall have been cured, and appropriate provision therefor shall be made
by the Board of Directors in connection with the issuance of any series of
Preferred Stock entitled to such dividend.
 
         3. Whenever, at any time, dividends of the then outstanding Preferred
Stock as may be required with respect to any series outstanding shall have been
paid or declared and set apart for payment on the then outstanding Preferred
Stock, and after complying with respect to any retirement or sinking fund or
funds for any series of Preferred Stock, the Board of Directors may, subject to
the provisions of the resolution or resolutions creating any series of Preferred
Stock, declare and pay dividends on the Common Stock, and the holders of shares
of the Preferred Stock shall not be entitled to share therein.
 
         4. The holders of shares of the Preferred Stock of each series shall be
entitled upon liquidation or dissolution or upon the distribution of the assets
of the Corporation to such preferences as provided in the resolution or
resolutions creating such series of Preferred Stock, and no more, before any
distribution of the assets of the Corporation shall be made to the holders of
shares of Common Stock. Whenever the holders of the Preferred Stock shall have
been paid the full amounts to which they shall be entitled, the holders of
shares of the Common Stock shall be entitled to share ratably in all assets of
the Corporation remaining.
 
         5. At all meetings of the stockholders of the Corporation, the holders
of shares of Common Stock shall be entitled to one vote for each share of Common
Stock held by them, and the holders of all shares of Preferred Stock, or any
series thereof, shall be entitled to such number of votes as shall be fixed by
resolution of the Board of Directors authorizing the issuance thereof; provided,
however, that the Board of Directors shall not be authorized to provide for the
issuance of any shares of capital stock of the Corporation except shares which
shall entitle the holders thereof to receive notice of and to vote at meetings
of the stockholders of the Corporation.
 
         6. The Preferred Stock purchased, redeemed or converted pursuant to any
of the provisions of the resolution of the Board of Directors creating each
series, shall, at the discretion of the Board of Directors, be held in the
Treasury of the Corporation subject to reissuance, or shall, from time to time,
in the discretion of the Board of Directors, upon the filing and recording of
such certificate as may be in accordance with the laws of the State of Delaware,
be returned to the status of authorized and unissued shares of Preferred Stock,
in which event such shares shall no longer be part of the series created in
connection with the original issuance thereof.
 
         7. No holder of the Common Stock or the Preferred Stock of the
Corporation shall be entitled as such, as a matter of right, to subscribe for,
or purchase any part of, any new or additional issue of stock of the Corporation
of any class or of any issue of securities convertible into stock, or of any
warrants or rights to purchase stock, whether now or hereafter authorized and
whether issued for money or for a consideration other than money.
 
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         Subject to the provision of this Article FOURTH, upon such terms, in
such manner and under such conditions, in conformity with law, as may be fixed
by the Board of Directors, the Board of Directors shall have the power to issue
bonds, debentures, or other obligations, either convertible or non-convertible
into the Corporation's stock, and warrants and rights to purchase the
Corporation's stock.
 
         8. All holders of capital stock of the Corporation shall be entitled to
receive, not less often than annually, periodic reports relating to the
financial condition and operations of the Corporation, which shall include
profit and loss statements and balance sheets prepared in accordance with sound
business and accounting practice.
 
         FIFTH. It is hereby declared to be a proper purpose reasonably
calculated to benefit the stockholders for the Board of Directors to base the
response of the Corporation to any 'Acquisition Proposal' (as hereinafter
defined) on the Board of Directors' evaluation of what is in the best interests
of the Corporation, and for the Board of Directors, in evaluating what is in the
best interests of the Corporation, to consider:
 
         1. the best interests of the stockholders, and for this purpose the
Board shall consider, among other factors, not only the consideration being
offered in the Acquisition Proposal in relation to the then current market
price, but also in relation to the then current value of the Corporation in a
freely negotiated transaction and in relation to the Board of Directors' then
estimate of the future value of the Corporation as an independent entity; and
 
         2. such other factors as the Board of Directors determines to be
relevant, including, among other factors, the social, legal and economic effects
upon stockholders, employees, suppliers and customers of the Corporation and the
industry and business community as a whole.
 
The term "Acquisition Proposal" as used in this Article FIFTH shall mean any
proposal of any person (a) for a tender offer or exchange offer for any equity
security of the Corporation, (b) to merge or consolidate the Corporation with
another corporation, or (c) to purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation.
 
         SIXTH. Subject to all applicable provisions of this Restated
Certificate of Incorporation and to all applicable provisions of the laws of
Delaware relating, inter alia, to stockholder approval, the Board of Directors
shall be authorized to effect the merger or consolidation of the Corporation
with another corporation or person or to sell, lease or exchange all or
substantially all of the property and assets of the Corporation, including its
goodwill and its corporate franchises, upon such terms and conditions and for
such consideration, which may be, in whole or in part, shares of stock in,
and/or of the securities of, any corporation or corporations, as the Board of
 
 
 
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Directors shall deem expedient and in the best interests of the Corporation;
provided, however, that regardless of any other provision of this Restated
Certificate of Incorporation, such power of the Board of Directors shall be
exercisable only when and as duly authorized by the affirmative vote of not less
than 66 2/3% of the aggregate voting power represented by all of the then issued
and outstanding shares of the Corporation with respect to all Acquisition
Proposals which have not previously been approved by at least the vote of
two-thirds of the members of the Board. Should any Acquisition Proposal have
been approved by the vote of two-thirds of the members of the then duly
constituted Board of Directors of the Corporation prior to the submission of
such Acquisition Proposal for approval by the stockholders of the Corporation,
the general provisions of applicable Delaware law respecting stockholder
approval of such proposed action shall be applicable.
 
         The term "Acquisition Proposal" as used in this Article SIXTH shall
mean any proposal of any person (a) for a tender offer or exchange offer for any
equity security of the Corporation, (b) to merge or consolidate the Corporation
with another corporation, or (c) to purchase or otherwise acquire all or
substantially all of the property and assets of the Corporation, in any
situation wherein the laws of Delaware require such transaction to be submitted
to a vote of the stockholders of the Corporation or their approval thereof as a
condition of consummation. This Article SIXTH shall not be altered, amended or
repealed except by the affirmative vote of not less than 66 2/3% of the
aggregate voting power represented by all of the then issued and outstanding
shares of capital stock of the Corporation, given at a stockholders' meeting
duly called for that purpose upon a proposal adopted by the Board of Directors.
 
         SEVENTH. The following additional provisions are in furtherance, and
not in limitation, of any power, privilege or purpose conferred or permitted by
law, this Restated Certificate or the Bylaws:
 
         1. Except as otherwise expressly required by law or by other provisions
of this Restated Certificate of Incorporation or by the Bylaws, the Board of
Directors shall have and may exercise, transact, manage, promote and carry on
all the powers, authorities, businesses, objects and purposes of the
Corporation.
 
         2. The election of Directors need not be by ballot unless the Bylaws of
the Corporation shall so provide.
 
         3. The Bylaws of the Corporation may be made, altered, amended or
repealed by the Board of Directors.
 
         4. The Board of Directors may fix from time to time the compensation of
its members.
 
         5. The Corporation shall have power to indemnify such persons, in such
manner and under such circumstances to the full extent permitted by the law of
the State of Delaware.
 
 
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         EIGHTH. The Corporation reserves the right to amend and repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by law.
 
         NINTH. The capital of the Corporation will not be reduced under or by
reason of this restatement.
 
         TENTH. No director of the Corporation shall be personally liable to the
Corporation or to the holders of Common or Preferred Stock of the Corporation
for monetary damages for breach of fiduciary duty as a director, except (i) for
any breach of the directors' duty of loyalty to the Corporation or the holders
of Common or Preferred Stock of the Corporation, (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 Delaware, (iv)
for any transaction from which the director derived an improper benefit, or (v)
for any act or omission occurring prior to the date upon which this Article
TENTH became effective.
 
         IN WITNESS WHEREOF, Resource America, Inc. has caused this Restated
Certificate of Incorporation to be executed by its duly authorized officers, and
caused its corporate seal to be affixed hereto this ________ day of January,
2000.
 
                                              RESOURCE AMERICA, INC.
 
 
                                              By:___________________________
 

 

[As Filed: 02-14-2000]