EXHIBIT 3.02

                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION

                            (AFTER ISSUANCE OF STOCK)

________________________________________________________________________________


                                                       Filed by:______________

                          EUROPEAN MICRO HOLDINGS, INC.
                          -----------------------------
                              (Name of Corporation)


      We the undersigned  Co-President and Secretary of European Micro Holdings,
Inc. (the "CORPORATION") do hereby certify:

      That the Board of Directors and  stockholders  of Corporation by unanimous
written  consent in lieu of a meeting adopted a resolution to amend the original
articles as follows:

      Article V of the Corporation's Articles of Incorporation is hereby amended
to read as follows:

            (a)  The  business and affairs of the  Corporation  shall be managed
under the  direction of the Board of  Directors  which shall be comprised of six
(6) members. The specific number of directors may from time to time be increased
or decreased by a vote of the shareholders representing not less than two-thirds
of the voting  power of the  issued and  outstanding  stock  entitled  to voting
power; provided, however, that the number of directors shall in no event be less
than two (2) or more than seven (7).

            (b)  The Board of Directors  shall be divided into three  classes as
follows:  (i) the term of  office  of Class I shall  be  until  the 1998  annual
meeting of  shareholders  and until their  successors  shall be elected and have
qualified  and  thereafter  shall be for three years and until their  successors
shall be elected and have  qualified;  (ii) the term of office of Class II shall
be until the 1999 annual  meeting of  shareholders  and until  their  successors
shall be elected and have qualified and thereafter  shall be for three years and
until their successors  shall be elected and have qualified;  and (iii) the term
of office of Class III shall be until the 2000  annual  meeting of  shareholders
and until their  successors  shall be elected and have  qualified and thereafter
shall be for three  years and until their  successors  shall be elected and have
qualified. If the number of directors is changed, any increase or decrease shall
be  apportioned  among the classes as determined by the Board of Directors so as
to maintain the number of directors in each class as nearly equal as possible. A
director shall hold office until the annual meeting for the year in which his or
her term  expires  and until his or her  successor  shall be  elected  and shall
qualify,   subject,   however,   to  prior   death,   resignation,   retirement,
disqualification or removal from office.

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            (c)  The Board of Directors shall have the power to adopt,  amend or
repeal the bylaws of the Corporation.

            (d)  There  shall  be  no  cumulative  voting  in  the  election  of
directors.

      The number of shares of the  Corporation  outstanding and entitled to vote
on an amendment to the Articles of  Incorporation  is  4,000,000;  that the said
changes and amendment have been consented to and approved by a unanimous vote of
the  stockholders  holding  all of the  outstanding  shares  of each  class  and
entitled to vote thereon.

                                          ------------------------------------
                                          John B. Gallagher, Co-President



                                          ------------------------------------
                                          Jay Nash, Secretary


STATE OF FLORIA               )
                              )  ss:
COUNTY OF__________________   )


      The  foregoing  instrument  was  acknowledged  before me this _____ day of
________________, 1998, by John B. Gallagher, the Co-President of EUROPEAN MICRO
HOLDINGS, INC., a Nevada corporation, on behalf of that corporation.

My Commission Expires:              __________________________________
                                    NOTARY PUBLIC
                                    Name:


STATE OF ________________     )
                              )  ss:
COUNTY OF________________     )

      The  foregoing  instrument  was  acknowledged  before me this _____ day of
________________,  1998, by Jay Nash, the Secretary of EUROPEAN MICRO  HOLDINGS,
INC., a Nevada corporation, on behalf of that corporation.

My Commission Expires:              __________________________________
                                    NOTARY PUBLIC
                                    Name: