


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         REALTY INFORMATION GROUP, INC.


                  REALTY  INFORMATION  GROUP,  INC.  (formerly  known as  Realty
Information  Group  (Delaware),  Inc.) a corporation duly organized and existing
under the General Corporation Law of the State of Delaware,  does hereby certify
as follows:

                  1. The name of the  Corporation is Realty  Information  Group,
Inc.

                  2. The Corporation's original Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on February 2, 1998.

                  3. The Corporation has not yet received any payment for any of
its stock.

                  4.  This  Restated  Certificate  of  Incorporation   restates,
integrates  and  further  amends  the  Certificate  of   Incorporation   of  the
Corporation,  was duly adopted in accordance with the provisions of Sections 241
and 245 of the General  Corporation  Law of the State of Delaware,  and was duly
adopted  by  written  consent  of all of the  directors  of the  Corporation  in
accordance with the provisions of Section 141 of the General  Corporation Law of
Delaware. The Restated Certificate of Incorporation, as adopted, as as follows:

                              * * * * * * * * * * *

                                   ARTICLE ONE

         The name of the Corporation is: Realty Information Group, Inc.

                                   ARTICLE TWO

                  The  address  of the  Corporation's  registered  office in the
State of Delaware is Corporation Trust Center,  1209 Orange Street,  Wilmington,
Delaware 19801 in the County of New Castle.  The name of its registered agent at
this address is The Corporation Trust Company.


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                                  ARTICLE THREE

                  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.

                                  ARTICLE FOUR

                  The total  number of shares of all  classes of stock which the
Corporation  shall have  authority to issue is Thirty-Two  Million  (32,000,000)
shares, of which Two Million (2,000,000) shares,  designated as Preferred Stock,
shall have a par value of $ 0.01 per share (the "Preferred  Stock"),  and Thirty
Million (30,000,000) shares,  designated as Common Stock, shall have a par value
of $ 0.01 per share (the "Common Stock").

                  A statement  of the powers,  preferences  and rights,  and the
qualifications, limitations or restrictions thereof, in respect of each class of
stock of the Corporation is as follows:

                                 PREFERRED STOCK

                  The  Preferred  Stock may be  issued  from time to time by the
Board of Directors  as shares of one or more  classes or series.  Subject to the
provisions of this Certificate of Incorporation  and the limitations  prescribed
by law, the Board of Directors is expressly  authorized by adopting  resolutions
to issue the  shares,  fix the  number of shares and change the number of shares
constituting  any  series,  and to  provide  for or change  the  voting  powers,
designations, preferences and relative, participating, optional or other special
rights, qualifications,  limitations or restrictions thereof, including dividend
rights  (and  whether  dividends  are  cumulative),  dividend  rates,  terms  of
redemption  (including  sinking fund provisions),  a redemption price or prices,
conversion  rights and liquidation  preferences of the shares  constituting  any
class or series of the Preferred  Stock,  without any further  action or vote by
the stockholders.

                                  COMMON STOCK

                  1.       Dividends.

                  Subject to the  preferred  rights of the  holders of shares of
any class or series of  Preferred  Stock as provided  by the Board of  Directors
with respect to any such class or series of Preferred  Stock, the holders of the
Common Stock shall be entitled to receive,  as and when declared by the Board of
Directors out of the funds of the Corporation legally available  therefor,  such
dividends  (payable in cash,  stock or  otherwise) as the Board of Directors may
from time to time  determine,  payable to  stockholders of record on such dates,
not exceeding 60 days preceding the dividend  payment  dates,  as shall be fixed
for such  purpose  by the Board of  Directors  in  advance  of  payment  of each
particular dividend.


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<PAGE>



                  2.       Liquidation.

                  In the event of any liquidation,  dissolution or winding up of
the  Corporation,  whether  voluntary or involuntary,  after the distribution or
payment to the  holders of shares of any class or series of  Preferred  Stock as
provided by the Board of  Directors  with respect to any such class or series of
Preferred  Stock,  the  remaining  assets  of  the  Corporation   available  for
distribution to stockholders  shall be distributed among and paid to the holders
of Common Stock  ratably in  proportion  to the number of shares of Common Stock
held by them respectively.

                  3.       Voting Rights.

                  Except as  otherwise  required  by law or as  provided  by the
Board of Directors with respect to any class or series of Preferred  Stock,  the
entire  voting power and all voting  rights shall be vested  exclusively  in the
Common  Stock.  Each  holder of shares of Common  Stock shall be entitled to one
vote for each share standing in his name on the books of the Corporation.

                               STOCKHOLDER ACTION

                  Action  by the  stockholders  of the  Corporation  may only be
taken at an annual or special  stockholders' meeting as described in the By-Laws
of the Corporation.  Stockholder action may not be taken by consent in lieu of a
meeting.

                                  ARTICLE FIVE

                  The name and mailing address of the sole  incorporator is Eric
R. Markus, c/o Wilmer, Cutler & Pickering, 2445 M Street, N.W., Washington, D.C.
20037

                                   ARTICLE SIX

                  1.       Board of Directors.

                  The number of directors of the  Corporation  shall  consist of
not less than two,  the exact  number to be fixed from time to time by the Board
of  Directors  pursuant to a  resolution  adopted by the  affirmative  vote of a
majority of the entire Board of Directors.  No director  need be a  stockholder.
The Directors  shall be elected at each annual meeting of  stockholders  to hold
office until their successors have been duly elected and qualified,  or until he
sooner resigns,  is removed or becomes  disqualified.  At each annual meeting of
stockholders at which a quorum is present,  the persons receiving a plurality of
the votes cast shall be directors.  The name and mailing  address of the persons
who are to serve as directors until the first annual meeting of the stockholders
or until their successors are elected and qualify are:


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<PAGE>



                                Michael R. Klein
                              7475 Wisconsin Avenue
                                   Sixth Floor
                               Bethesda, MD 20814

                               Andrew C. Florance
                              7475 Wisconsin Avenue
                                   Sixth Floor
                               Bethesda, MD 20814

                  2.       Vacancies.

                  Any vacancy on the Board of  Directors  resulting  from death,
retirement, resignation, disqualification or removal from office or other cause,
as well as any vacancy  resulting  from an  increase in the number of  directors
which occurs between annual meetings of the  stockholders at which directors are
elected, shall be filled only by a majority vote of the remaining directors then
in office,  even if less than a quorum.  The directors  chosen to fill vacancies
shall hold office for a term  expiring at the end of the next annual  meeting of
stockholders.  No decrease in the number of directors  constituting the Board of
Directors  shall shorten the term of any  incumbent  director  unless  otherwise
removed.

                  Notwithstanding the foregoing,  whenever the holders of one or
more  classes  or  series  of  Preferred  Stock  shall  have the  right,  voting
separately,  as a class or series,  to elect  directors,  the election,  term of
office,  filling of vacancies,  removal and other features of such directorships
shall be governed by the terms of the resolution or  resolutions  adopted by the
Board of  Directors  pursuant  to  ARTICLE  FOUR  applicable  thereto,  and each
director so elected  shall not be subject to the  provisions of this ARTICLE SIX
unless otherwise provided therein.

                  3.       Power to Make, Alter and Repeal By-laws.

                  In furtherance  and not in limitation of the powers  conferred
by statute,  the Board of Directors is expressly  authorized  to make,  alter or
repeal the By-laws of the Corporation.

                                  ARTICLE SEVEN

                  The Corporation  reserves the right to amend, alter, change or
repeal any provision in this Certificate of Incorporation,  in the manner now or
hereafter prescribed by statute.

                                  ARTICLE EIGHT

                  No  director  of  the  Corporation  shall  be  liable  to  the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director;  provided,  however, that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty


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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.

                                  ARTICLE NINE

                  The  Corporation  shall,  to the fullest  extent  permitted by
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify each director and officer of the Corporation  from
and against any and all of the expenses,  liabilities or other matters  referred
to in or covered by said  section and the  indemnification  provided  for herein
shall not be deemed exclusive of any other rights to which those indemnified may
be  entitled  under  any  By-law,  agreement,  vote  of  stockholders,  vote  of
disinterested directors or otherwise,  and shall continue as to a person who has
ceased to be a director  or officer and shall inure to the benefit of the heirs,
executors and  administrators  of such persons and the  Corporation may purchase
and  maintain  insurance  on behalf of any  director  or  officer  to the extent
permitted by Section 145 of the Delaware General Corporation Law.

                                   ARTICLE TEN

                  Whenever a compromise or arrangement  is proposed  between the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of the  Corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
Corporation  under the provisions of section 279 of Title 8 of the Delaware Code
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of the  Corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
the  Corporation as a consequence of such  compromise or  arrangement,  the said
reorganization  shall, if sanctioned by the court to which the said  application
has been made, be binding on all the creditors or class of creditors,  and/or on
all the stockholders or class of stockholders,  of the Corporation,  as the case
may be, and also on the Corporation.

                                 ARTICLE ELEVEN

                  The election of directors need not be by written ballot unless
otherwise provided in the Bylaws of the Corporation.



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<PAGE>


                  IN WITNESS  WHEREOF,  the undersigned do make, file and record
this Restated Certificate of Incorporation, and do certify that the facts stated
herein are true, as of this day of
                       , 1998.
-----------------------


                                                --------------------------------
                                                Michael R. Klein
                                                Director




                                                --------------------------------
                                                Andrew C. Florance
                                                Director




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