Filed
March 29, 2001
Utah Div. Of Corp. & Comm. Code

                              ARTICLES OF AMENDMENT

                        TO THE ARTICLES OF INCORPORATION

                                       OF

                      THE MURDOCK GROUP HOLDING CORPORATION


         Pursuant  to  and  in  accordance   with  the   provisions  of  Section
16-10a-1006  of the Utah  Revised  Business  Corporation  Act, as amended,  (the
"Act"),   the   undersigned,   The  Murdock  Group  Holding   Corporation   (the
"Corporation") hereby declares and certifies as follows:

         1.       The  name of the  Corporation  is The  Murdock  Group  Holding
                  Corporation.

         2.       In  pertinent  part,  the first  paragraph of Article 4 of the
                  Articles of  Incorporation,  the text of the  amendment to the
                  Articles of  Incorporation,  as adopted by  Unanimous  Written
                  Consent of the Directors of the Corporation is amended to read
                  as follows:


                                "Article 4. Stock

                  The total  number of shares which the  Corporation  shall have
                  the  authority  to issue is six  hundred  twenty-five  million
                  (625,000,000)  shares of capital  stock,  such total number of
                  shares consisting of 600,000,000 shares of Common Stock, $.001
                  par value per share, and 25,000,000 shares of Preferred stock,
                  $.001  par  value  per  share.   All  of  the  shares  of  the
                  Corporation's capital stock shall be non-assessable."


                  The  remainder  of  Article 4 will  continue  in full force as
                  currently in effect.


                                      1

<PAGE>


         3.       The   amendment  specified  above  does  not  provide  for  an
                  exchange,  reclassification,  or cancellation of issued shares
                  of the Corporation.

         4.       The amendment specified above was adopted on March 12, 2001 by
                  Unanimous Written Consent of the Directors of the Corporation,
                  and in  accordance  with the  requirements  of the Act and the
                  Bylaws of the  Corporation.  In  addition,  on March 29, 2001,
                  such amendment specified above was approved by Written Consent
                  by a  majority  of  the  Shareholders  of the  Corporation  as
                  follows:




<TABLE>
<CAPTION>
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
                           NO. OF                              VOTES CAST         VOTES CAST
DESIGNATION OF STOCK     OUTSTANDING        NO. OF VOTES           FOR             AGAINST              VOTES
                           SHARES               CAST            AMENDMENT         AMENDMENT           ABSTAINING
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
<S>                      <C>                <C>                <C>                  <C>                <C>
       Common            238,781,427        134,567,632        134,542,232          15,400             10,000
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
</TABLE>


Such votes cast were sufficient for approval of the Amendment.


IN WITNESS  WHEREOF,  this  Amendment  to the Articles of  Incorporation  of the
Corporation is executed as of the 29th day of March, 2001.


                                    THE MURDOCK GROUP HOLDING CORPORATION
                                    a Utah corporation,

                                    By        /s/ KC Holmes
                                       -----------------------------------------
                                       KC Holmes
                                       President and Chief Executive Officer



ATTEST:


By /s/ Lance C. Heaton
   -------------------
     Lance C. Heaton
     Secretary