AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION

          Wayne D. Diaz and M'Liss Jones Kane hereby certify that:

          1.   They are the President and Secretary, respectively, of ATC
Holdings, Inc., a California corporation (the "Corporation").

          2.   The Articles of Incorporation of this Corporation are amended and
restated in full to read as follows:

                                        I.
                                          
          The name of this corporation is "AMERICAN NATIONAL FINANCIAL, INC."

                                        II.
                                          
          The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business or the practice of a
profession permitted to be incorporated by the California Corporations Code.

                                        III.
                                          
          A.   CLASSES OF STOCK.   This Corporation is authorized to issue two
classes of stock to be designated, respectively, as "Common Stock" and
"Preferred Stock."  The total number of shares which the Corporation is
authorized to issue is fifty-five million (55,000,000) shares.  Fifty million
(50,000,000) shares shall be Common Stock and five million (5,000,000) shares
shall be Preferred Stock.

          B.   RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK.    The
Preferred Stock may be issued from time to time in one or more series.  The
Board of Directors is hereby  authorized to fix or alter the dividend rights,
dividend rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and the
liquidation preferences of any wholly unissued series of Preferred Stock, and
the number of shares constituting any such series and the designation thereof,
or any of them; and to increase or decrease the number of shares of any series
subsequent to the issuance of that series, but not below the number of shares of
such series then outstanding.  In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.

          C.   STOCK SPLIT.   Upon the amendment of this Article III to read as
hereinabove set forth, each outstanding share of Common Stock is divided into
six point zero five two eight (6.0528) shares of Common Stock.





                                        IV.
                                          
          The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

                                         V.
                                          
          The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, approval of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the Corporation and its shareholders.

          Any repeal or modification of this Article shall be prospective and
shall not affect the rights under this Article in effect at the time of the
alleged occurrence of any act or omission to act giving rise to liability or
indemnification.

          3.   The foregoing amendment and restatement of Articles of
Incorporation has been duly approved by the Board of Directors.

          4.   The foregoing amendment of Articles of Incorporation has been
duly approved by the required vote of the shareholders of the Corporation in
accordance with Section 902 of the Corporations Code.  The total number of
outstanding shares of the Corporation is 465,421 shares of common stock.  The
number of shares voting in favor of the amendment and restatement equaled or
exceed the vote required.  The percentage vote required was more that 50%.

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



DATED:  August 19, 1998       /s/ Wayne D. Diaz
                              -------------------------------
                              Wayne D. Diaz, President



                              /s/ M'Liss Jones Kane
                              -------------------------------
                              M'Liss Jones Kane, Secretary