Exhibit No. 2
Form 10KSB
SPM Group, Inc.

                         S P M GROUP, INC.

                       ARTICLES OF AMENDMENT

                              to the

                     ARTICLES OF INCORPORATION

      Pursuant to the provisions of the Colorado Corporation  Act,
the  undersigned  corporation adopts  the  following  Articles  of
Amendment to its Articles of Incorporation:

     FIRST:    The name of the corporation is S P M Group, Inc.

       SECOND:  The  following  amendment  was  adopted   by   the
shareholders  of the corporation on 25 July 1978,  in  the  manner
prescribed by the Colorado Corporation Act:

      Paragraph  1  of Article IV be deleted and the following  be
inserted in place thereof:

               1.   The aggregate number of shares
                    which the corporation has authority
                    to issue is twenty million (20,000,000)
                    shares of common stock of no par value.

     THIRD: The number of shares of the corporation outstanding at
the  time  of such adoption was 459,002 and the number  of  shares
entitled to vote thereon was 459,002.

      FOURTH:  The  number of shares voted for such amendment  was
459,002; and the number of shares voted against such amendment was
0.

     FIFTH:    All shares of the corporation are a single class.

      SIXTH:  There  is  to  be no exchange, reclassification,  or
cancellation of issued shares.

     SEVENTH:  There is no change in the amount of stated capital.

ATTEST:                            S P M Group, Inc.

/s/  Secretary                    /s/ Robert  D.  Schmidt, President

STATE OF COLORADO   )
COUNTY OF ARAPAHOE  )

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      Before  me, Susan J. Hennenfent, a Notary Public in and  for
the  said County and State, personally appeared Robert D.  Schmidt
who  acknowledged  before me that he is the President  of  S  P  M
Group, Inc., a Colorado Corporation, that he signed the foregoing,
and that the statements contained therein are true.

     In  witness whereof I have hereunto set my hand and seal this
7th day of August, A.D. 1978.

                              /s/ Notary Public

      EIGHTH: The manner in which such amendment effects a  change
in  the  amount of stated capital and the amount of stated capital
as changed by such amendment are as follows:

          The  amendment set forth above relating to  the  capital
          stock will not affect the amount of stated capital.

                              S PM GROUP, INC.

                              /s/ Robert D. Schmidt, President

                              /s/ Peter A. Pfister, Secretary


STATE OF COLORADO        )
                         ) SS
CITY AND COUNTY OF DENVER)

      BEFORE ME, the undersigned, a Notary Public, in and for said
County  and  State,  on  this       3rd  day  of  October,   1979,
personally  appeared Robert D. Schmidt, to  me  known  to  be  the
person  described  in  and who executed the within  and  foregoing
instrument  of  writing on behalf of S P M  Group,  Inc.,  as  its
President, and acknowledged to me that he duly executed  the  same
as  his  free and voluntary act and deed for the uses and purposes
therein set forth.

      IN  WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal the day and year last above written.


                              /s/ Notary Public

My Commission Expires July 6, 1983

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