AMENDED & RESTATED
                         ARTICLES OF INCORPORATION FOR
                        PM GROUP LIFE INSURANCE COMPANY


William L Ferris and Audrey L. Milfs certify that:

1.   They are the President and Chief Executive Officer, and Secretary,
     respectively, of PM Group Life Insurance Company, an Arizona corporation.

2.   Article I of the restated articles of incorporation of this corporation is
     amended to read as follows:  "the name of this Corporation shall be

                       PACIFIC LIFE & ANNUITY COMPANY."

3.   The foregoing amendment of the Amended and Restated Articles of
     Redomestication was duly approved by the board of directors on November 1,
     1998.

4.   The foregoing amendment of the restated articles of incorporation has been
     duly approved by the required vote of shareholders in accordance with
     Section 10-1006 of the Arizona Revised Statutes.  The total number of
     outstanding shares of the corporation is 2,900,000.  The total number of
     shares voting in favor of the amendment equaled or exceeded the vote
     required.  The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of
Arizona that the matters set forth in this certificate are true and correct of
our own knowledge.

Dated:  January 4, 1999


                                          /s/ WILLIAM L. FERRIS
                                          ____________________________________
                                          William L. Ferris
                                          President & Chief Executive Officer


                                          /s/ AUDREY L. MILFS
                                          ____________________________________
                                          Audrey L. Milfs
                                          Secretary