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                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                    RESOURCE BANCSHARES MORTGAGE GROUP, INC.

         RESOURCE BANCSHARES MORTGAGE GROUP, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation") hereby certifies:

         FIRST: That the Board of Directors of the Corporation duly adopted the
following resolution proposing and declaring advisable an amendment to the
Certificate of Incorporation of the Corporation increasing the number of
authorized shares of Common Stock, par value $.01 per share, of the Company from
Twenty-Five Million (25,000,000) to Fifty Million (50,000,000):

                  "RESOLVED, that the Company amend its Certificate of
         Incorporation by deleting in its entirety the first paragraph of the
         Fourth Article of the Certificate of Incorporation and substituting in
         lieu thereof the following:

                           FOURTH: (a) The total number of shares of all classes
                           of stock which the Corporation shall have authority
                           to issue is 55,000,000 shares, consisting of
                           50,000,000 shares of Common Stock, par value $.01 per
                           share, and 5,000,000 shares of Preferred Stock, par
                           value $.01 per share."

         SECOND: That the amendments have been adopted by an affirmative vote of
a majority of the stockholders of the Corporation in accordance with the
provisions of Section 242(b)(2) of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officers to execute this Certificate as of this _____ day of _________, 1997.

                                                  RESOURCE BANCSHARES MORTGAGE
                                                  GROUP, INC.

                                                  By: __________________________

                                                  Attest: ______________________