CERTIFICATE OF AMENDMENT

              OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                           OF MONACO COACH CORPORATION



         Monaco Coach Corporation, a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

         1. The name of the corporation is Monaco Coach Corporation. The
corporation was originally incorporated under the name of KLT Acquisition Co.,
and the original Certificate of Incorporation of the corporation was filed with
the Secretary of State of the State of Delaware on December 30, 1992. An Amended
and Restated Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on February 25, 1994.

         2. This Certificate of Amendment of Amended and Restated Certificate of
Incorporation has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware by the Board of
Directors and the stockholders of the corporation.

         3. Pursuant to such Section 242, this Certificate of Amendment of
Amended and Restated Certificate of Incorporation amends the provisions of this
corporation's Amended and Restated Certificate of Incorporation as set forth
herein.

         4. The first paragraph of Article IV of the corporation's Amended and
Restated Certificate of Incorporation is hereby amended to read in its entirety
as follows:

                  "The Corporation is authorized to issue two classes of stock
         to be designated, respectively, Common Stock, par value $.01 per share,
         and Preferred Stock, par value $.01 per share. The total number of
         shares of Common Stock which the Corporation has the authority to issue
         is 50,000,000. The total number of shares of Preferred Stock which the
         Corporation has the authority to issue is 1,934,783."

                  IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment of Amended and Restated Certificate of Incorporation to be signed by
Richard E. Bond, its Secretary, effective as of June 30, 1999.


                                                        MONACO COACH CORPORATION


                                                         By: /s/ Richard E. Bond
                                                             Secretary

                                      -1-