Ex 3.14(b)

                       NOTICE OF CHANGE OF RESIDENT AGENT

                                       OF

                              DEALERS HOLDING, INC.

received for record November 6, 1986, at 9:12 A.M. and recorded on Film No.
______ Frame No. _______ one of the charter records of the State Department of
Assessments and Taxation of Maryland. To the clerk of the Circuit court of
Baltimore County 53

AA No. 25185

Special Fee Paid       $5.00
Recording Fee Paid     $3.00
                       -----
      Total            $8.00

PHH GROUP, INC.
ATTENTION: MS. SHARON L. CURLEY
11333 MCCORMICK ROAD
HUNT VALLEY, MARYLAND 21031

                              STATE OF [ILLEGIBLE]

I hereby certify that this is a true and complete copy of the 2 page document on
file in this office. DATED: June 24, 1999

                  STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

By: /s/ Darla D. Simms, Custodian
This stamp replaces our previous certification system. Effective: [ILLEGIBLE]



The Board of Directors of Dealers Holding, Inc., a corporation organized in the
State of Maryland, on September 19, 1986 duly approved the following
resolutions:

      RESOLVED: That the resident agent of the Corporation in the State of
      Maryland be and he is hereby changed from WILLIAM B. HENDRICKS, whose post
      office address is 11333 McCormick Road, Hunt Valley, Maryland 21031, to
      JOHN T. CONNOR, JR., whose post office address is 11333 McCormick Road,
      Hunt Valley, Maryland 21031, and who is a resident of the State of
      Maryland.

      RESOLVED: That the proper officers of the Corporation be and they are
      hereby authorized and directed for and on behalf of the Corporation to
      file an appropriate certified copy of this resolution with the State
      Department of Assessments and Taxation of Maryland and to do and perform
      any and all other necessary and proper acts incident thereto.

I, Edwin F. Miller, Vice President and Secretary certify under the penalties of
perjury that to the best of my knowledge, information, and belief the foregoing
resolutions are true in all material respects.


                                                   /s/ Edwin F. Miller
                                              -----------------------------
                                                     Edwin F. Miller