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                                   EXHIBIT 3.6

         Certificate of Amendment of Articles of Incorporation of the
         Registrant, effective December 30, 1996
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                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                        CHINA RESOURCES DEVELOPMENT, INC.


         We, the undersigned President and Secretary of China Resources
Development, Inc. (the "Corporation"), in accordance with NRS 73.390, do hereby
certify the following:

         1. The Board of Directors of the Corporation, at a special meeting held
on November 29, 1996, adopted resolutions to amend the Corporation's Articles of
Incorporation, as such Articles of Incorporation have been amended from time to
time, as follows:

                  (a) Article V of the Articles of Incorporation is hereby
deleted in its entirety and restated as follows:

                           STOCKHOLDERS MEETING: Meetings of the shareholders
                  shall be held at such place within or without the State of
                  Nevada as may be provided by the By-laws of the corporation.
                  Special meetings of the shareholders may be called by the
                  President or any other executive officer of the corporation,
                  the Board of Directors, or any member thereof, or by the
                  record holder or holders of at least thirty percent (30%) of
                  all shares entitled to vote at the meeting. Any action
                  otherwise required to be taken at a meeting of the
                  shareholders, except election of directors, may be taken
                  without a meeting if a consent in writing, setting forth the
                  action so taken, shall be signed by shareholders having at
                  least a majority of the voting power.

                  (b) Article VIII of the Articles of Incorporation is hereby
amended to add the following sentences to the beginning of Article VIII:

                           BOARD OF DIRECTORS: The number of directors of the
                  corporation shall be a minimum of three and the maximum of 25,
                  approximately one-third of whom shall be classified as "Class
                  I" directors, approximately one-third of whom shall be
                  classified as "Class II" directors and approximately one-third
                  of whom shall be classified as "Class III" directors. Class I,
                  Class II and Class III directors shall be elected in
                  consecutive years. Each director shall serve as a director
                  until the annual meeting of shareholders occurring in the year
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                  three years following his election and until his successor
                  shall have been elected and qualified. Notwithstanding the
                  foregoing sentence, Class I directors shall be elected for
                  one-year terms, and Class II directors shall be elected for
                  two-year terms, at the annual meeting of shareholders where
                  three classes of directors are initially established.

                  (c) The provisions of Article IX designated "OFFICERS",
"ELECTION" and "TERM OF OFFICE" are each hereby deleted in their entirety and
restated as follows:

                           OFFICERS: The officers of the corporation shall
                  consist of a Chairman of the Board of Directors, a President,
                  a Vice President, a Secretary, a Treasurer or Chief Financial
                  Officer and a Financial Controller, who shall perform such
                  duties and have such authority as usually pertains to such
                  officers of a corporation or as may prescribed by the Board of
                  directors from time to time.

                           ELECTION: Directors shall be elected at the Annual
                  Meeting of the Shareholders, as set forth in Article VIII, and
                  the persons receiving the highest number of votes shall be
                  declared duly elected to the positions for which votes are
                  solicited, providing such numbers shall represent a majority
                  of all votes cast. Within ten (10) days after the election,
                  the directors shall meet and elect a Chairman, President, Vice
                  President, Secretary, Treasurer or Chief Financial Officer and
                  Financial Controller.

                           TERM OF OFFICE: The term of office of directors shall
                  be as forth in Article VIII, and the term of office of all
                  officers shall be from time to time as determined by the Board
                  of Directors, provided all directors and officers shall hold
                  office until their successors are duly elected and qualified.

All provisions of Article IX, other than those specifically addressed in
paragraph 3 above, shall remain as part of Article IX in their entirety.

         2. The number of shares of stock of the Corporation which are
outstanding and entitled to vote on an amendment to the Articles of
Incorporation is Eleven Million Nine Hundred Ninety-


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Nine Thousand Four Hundred and Eighteen (11,999,418) shares of Common Stock.

         3. The said changes and amendments set forth herein have been consented
to and approved by a vote of the stockholders holding at a majority of each
class of stock outstanding and entitled to vote thereon.

         IN WITNESS WHEREOF, the undersigned President and Secretary of the
Corporation have executed this Certificate of Amendment of Articles of
Incorporation this 31st day of January, 1997.




                                    /s/ Li Shunxing
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                                    Li Shunxing, President



                                    /s/ Zhang Yibing
                                    --------------------------------------------
                                    Zhang Yibing, Secretary




Signatures verified by:


/s/ Dominic Yiu Kuen Lai
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Print Name: DOMINIC YIU KUEN LAI
           -----------------------
Notary Public
Hong Kong



         [SEAL]


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