CERTIFICATE OF INCORPORATION
                                      OF
                     UNITEDAUTO DODGE OF SHREVEPORT, INC.

          FIRST: The name of the corporation is UnitedAuto Dodge of
Shreveport, Inc.
          SECOND: The address of the corporation's registered office in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
Corporation Service Company.
          THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.
          FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.
          FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.
          SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.
          SEVENTH: 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 Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
law, as so amended. Any repeal or modification of this provision shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
          EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights
herein conferred are granted subject to this reservation.
          NINTH: The incorporator is David G. Thunhorst, Esq. whose mailing
address is 2700 International Tower, Peachtree Center, 229 Peachtree Street,
N.E., Atlanta, Georgia 30303, County of Fulton.

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          I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 26th of August, 1997.

                                                         /s/David G. Thunhorst
                                                         ---------------------
                                                         David G. Thunhorst

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