CERTIFICATE OF AMENDMENT

                                        TO THE

                             CERTIFICATE OF INCORPORATION

                                          OF

                              ARM FINANCIAL GROUP, INC.



         ARM FINANCIAL GROUP, INC., a Delaware corporation (the "Corporation"),
HEREBY CERTIFIES AS FOLLOWS:

         1.   The name of the Corporation is ARM Financial Group, Inc.  The
date of filing of its original Certificate of Incorporation with the Secretary
of State of the State of Delaware was July 15, 1993.

         2.   This Certificate of Amendment sets forth an amendment to the
Certificate of Incorporation of the Corporation which was duly adopted by the
written consent of a majority of the stockholders of the Corporation entitled to
vote thereon in accordance with the provisions of Section 242 and 228 of the
General Corporation Law of the State of Delaware.  Written notice has been sent
in accordance with Section 228(d) of the General Corporation Law of the State of
Delaware.

         3.   The first paragraph of Clause (1) of Article IV of the
Certificate of Incorporation is hereby amended by deleting it in its entirety
and substituting in its place the following:

              "(1) The total number of shares of all classes of stock that the
         Corporation shall have authority to issue is 2,328,460, of which
         number (i) 2,300,100 shall be shares of Preferred Stock, par value
         $.01 per share ("Preferred Stock'), (ii) 27,280 shall be shares of
         Class A Common Stock, par value $.01 per share ("Class A Common
         Stock") and (iii) 1,080 shall be shares of Class B Common Stock, par
         value $.01 per share ("Class B Common Stock") (the Class A Common
         Stock and the Class B Common Stock being referred to collectively
         herein as the "Common Stock")."



         IN WITNESS WHEREOF, ARM FINANCIAL GROUP, INC. has caused this
Certificate of Amendment to the Certificate of Incorporation to be signed by
John Franco and Martin H. Ruby, its Co-Chief Executive Officers, and attested by
Robert H. Scott, its Secretary, this 30th day of April, 1996.


                             ARM FINANCIAL GROUP, INC.


                             By:       /s/ John Franco
                                 -----------------------------------------------
                             Name:     John Franco
                             Title:    Co-Chief Executive Officer


                             By:       /s/ Martin H. Ruby
                                 -----------------------------------------------
                             Name:     Martin H. Ruby
                             Title:    Co-Chief Executive Officer

ATTEST:


By:          /s/ Robert H. Scott
   ----------------------------------------
Name:    Robert H. Scott
Title:   Secretary