EXHIBIT 3

                                RADIAN GROUP INC.
                           CERTIFICATE OF DESIGNATIONS

         Pursuant to Section 151(g) of Delaware General Corporation Law

      The undersigned officer of Radian Group Inc. (the "Corporation"), pursuant
to Section 151(g) of the Delaware General Corporation Law, hereby affirms that:

            1.    The attached resolutions of the Corporation's Board of
                  Directors (the "Board") relating to the redemption of the
                  Corporation's $4.125 Preferred Stock, which shares were
                  originally designated as a series pursuant to a Certificate of
                  Designations filed with the Secretary of State of the State of
                  Delaware on October 29, 1992, and the consequent cancellation
                  of such stock, were duly adopted by the Board on May 7, 2002;
                  and

            2.    Such resolutions have not been modified and are true and
                  correct as of the date of this Certificate.



Date:  September 24, 2002               /s/ Howard S. Yaruss
                                        ----------------------------
                                        Howard S. Yaruss
                                        Executive Vice President, Secretary and
                                        General Counsel


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PREFERRED STOCK REDEMPTION

      WHEREAS, under the terms of the Certificate of Designations for the
Corporation's $4.125 Preferred Stock ("Preferred Stock"), the Corporation may
elect to redeem all of the 800,000 outstanding shares of Preferred Stock
beginning on August 15, 2002 at the prices specified in the Certificate of
Designations; and

      WHEREAS, under the terms of the Certificate of Designations for the
Preferred Stock, the Corporation is obligated to effect a sinking fund
redemption every year, beginning on August 15, 2002, of that number of shares of
Preferred Stock as are specified in the Certificate of Designations at the price
specified therein.

      NOW, THEREFORE, BE IT RESOLVED, that the Chief Financial Officer, any
Executive Vice President and the Treasurer (each, a "Designated Officer") are
hereby severally authorized to cause the Corporation to redeem for cash,
effective August 15, 2002 (i) pursuant to the Corporation's sinking fund
obligations, 72,000 shares of Preferred Stock at a price of $50.00 per share,
plus accrued and unpaid dividends on such shares ("the Sinking Fund Redemption")
and (ii) the remaining 728,000 shares of Preferred Stock at a price of $54.125
per share, plus accrued and unpaid dividends on such shares (the "Redemption"
and, together with the Sinking Fund Redemption, the "Redemptions");

      FURTHER RESOLVED, that the Designated Officers are hereby severally
authorized to cause the Corporation to send a notice of the Redemptions to the
holder(s) of the Preferred Stock, and to follow all other procedures set forth
in the Certificate of Designations to carry out the redemptions.

      FURTHER RESOLVED, that upon completion of the Redemptions, the Preferred
Stock will be cancelled, no shares of the Preferred Stock will be outstanding
and no shares of the Preferred Stock will be issued pursuant to the Certificate
of Designations;

      FURTHER RESOLVED, that the filing with the Secretary of State of the State
of Delaware of a certificate under Section 151(g) of the Delaware General
Corporation Law to effect the elimination from the Corporation's Certificate of
Incorporation of all provisions set forth in the Certificate of Designations
relating to the Preferred Stock, is hereby authorized and approved;

      FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby each severally authorized in the name of and on behalf of the Corporation
to perform any and all acts as may be necessary or desirable to execute, file
and deliver all instruments and other documents contemplated by the foregoing
resolutions and to take any and all further action that such officers may deem
necessary or desirable to effectuate any action authorized by these resolutions
and otherwise to carry out the purposes and intent of the foregoing resolutions;
and the execution by any such officer of any such documents or the performance
by any such officer of any such act in connection with the foregoing matters
shall conclusively establish his authority therefore from the Corporation and
the approval and ratification by the Corporation of the documents so executed
and the actions so taken.


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