CERTIFICATE OF INCORPORATION
                                       OF
                              UAG ATLANTA VI, INC.

         FIRST: The name of the corporation is UAG Atlanta VI, 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.

         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 16th day of June, 1997.


                                                 ------------------------------
                                                 David G. Thunhorst

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