Exhibit 3.1(c)



                           CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATE OF INCORPORATION
                                       OF
                     AMERICAN ASSET MANAGEMENT CORPORATION

     Pursuant to the provisions of Section 14A:7-2 of the New Jersey Business
Corporation Act, the undersigned corporation hereby executes the following
Certificate of Amendment of the Certificate of Incorporation:

1.  The name of the corporation is AMERICAN ASSET MANAGEMENT CORPORATION.

2.  The following resolution to amend Article 4 of the Certificate of
Incorporation, stating the relative rights, preferences and limitations of a
series of preferred stock of the Corporation, was approved by the unanimous
vote of all of the members of the Board of Directors of the Corporation at a
meeting of the Board of Directors held on October 24, 1996:

     RESOLVED, that the Board of Directors, pursuant to authority expressly
vested in it by the provisions of the Certificate of Incorporation of the
Corporation, hereby authorizes the issue from time to time of a series of
Preferred Stock, no par value, of the Corporation and hereby fixes the
designation, preferences and relative, participating, optional or other rights,
and the qualifications, limitations or restrictions thereof, in addition
to those set forth in said Certificate of Incorporation to be in their entirety
as follows:

DESIGNATION.  THE SERIES OF PREFERRED STOCK SHALL BE DESIGNATED AND KNOWN AS
"5% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK" (THE "SERIES A PREFERRED
STOCK").  THE NUMBER OF SHARES CONSTITUTING SUCH SERIES SHALL BE 70,000.

LIQUIDATION RIGHTS.  IN THE EVENT OF ANY VOLUNTARY OR INVOLUNTARY LIQUIDATION,
DISSOLUTION OR WINDING UP OF THE AFFAIRS OF THE CORPORATION, THE HOLDERS OF
EACH SHARE OF SERIES A PREFERRED STOCK SHALL BE ENTITLED TO RECEIVE, PRIOR AND
IN PREFERENCE TO ANY DISTRIBUTION OF ANY OF THE ASSETS OR SURPLUS FUNDS OF THE
CORPORATION TO THE HOLDERS OF THE COMMON STOCK OR ANY OTHER CLASS OR SERIES OF
THE CORPORATION'S CAPITAL STOCK RANKING JUNIOR AS TO LIQUIDATION RIGHTS TO THE
SERIES A PREFERRED STOCK OF THE CORPORATION BY REASON OF THEIR OWNERSHIP
THEREOF, AN AMOUNT EQUAL TO THE DIVIDENDS ACCRUED AND UNPAID THEREON TO THE
DATE OF FINAL DISTRIBUTION TO SUCH HOLDERS, WHETHER OR NOT DECLARED, WITHOUT
INTEREST, AND A SUM EQUAL TO TEN DOLLARS ($10.00) PER SHARE AND NO MORE.

     All of the preferential amounts to be paid to the holders of the Series A
Preferred Stock under this Section 2 shall be paid or set apart for payment
before the payment or setting apart for payment of any amount for, or the dis
tribution of any assets of the Corporation to, the holders of the Common Stock
or any other series of capital stock of the Corporation ranking junior as to
liquidation rights to the holders of Series A Preferred Stock, in connection
with such liquidation, dissolution or winding up.  After the payment or the
setting apart of payment to the holders of the Series A Preferred Stock of the
preferential amounts so payable to them, the holders of Common Stock shall be
entitled to receive all remaining assets of the Corporation available for
distribution to shareholders subject to the rights of the holders, if any, of
the Corporation's capital stock that rank prior to or on a parity with the
Common Stock as to liquidation rights.

     If the assets or surplus funds to be distributed to the holders of the
Series A Preferred Stock are insufficient to permit the payment to such
holders of their preferential amount, the assets and surplus funds legally
available for distribution shall be distributed ratably among the holders of
the Series A Preferred Stock in proportion to the full preferential amount each
such holder is otherwise entitled to receive.

     Neither a consolidation or merger of the Corporation with another
corporation nor a sale or transfer of all or part of the Corporation's assets
for cash, securities or other property will be considered a liquidation,
dissolution or winding up of the Corporation.

     Section 3. Dividends and Distributions.
(a)  The holders of shares of Series A Preferred Stock, in preference to the
holders of shares of Common Stock and of any shares of other capital stock of
the Corporation ranking junior to the Series A Preferred Stock as to payment of
dividends, shall be entitled to receive, when, as and if declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
cumulative cash dividends at an annual rate of fifty cents ($.50) per share as
long as the shares of Series A Preferred Stock remains outstanding.  Dividends
shall accrue and be payable semi-annually, in arrears, on the first business
day of July and January in each year commencing with the first business day of
the month of July following the date the Corporation has first accepted
subscriptions for the Series A Preferred Stock and received payment therefor.

(b)  Dividends payable pursuant to paragraph (a) of this Section 3 shall begin
to accrue and be cumulative from the date of acceptance by the Corporation of
subscriptions and the receipt of payment for the Series A Preferred Stock,
whether or not earned or declared.  Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.  The Board
of Directors may fix a record date for the determination of holders of shares
of Series A Preferred Stock entitled to receive payment of a dividend declared
hereon, which record date shall be no more than sixty (60) days prior to the
date fixed for the payment thereof.

(c)  The holders of shares of Series A Preferred Stock shall not be entitled to
receive any dividends or other distributions except as provided herein.

Section 4.  Conversion.

(a)  Optional Conversion by Holder. Subject to the provisions of paragraph (d)
of this Section 4 and of Section 7 hereof, the holders of shares of the Series
A Preferred Stock shall have conversion rights ("the Optional Conversion") as
follows: Outstanding shares of Series A Preferred Stock may be converted by the
holders thereof into fully paid and nonassessable shares of the Corporation's
Common Stock or shares of Common Stock of the Corporation's wholly-owned
subsidiary, Capital Financial Corp. ("Capital") in the manner hereinafter
provided in paragraphs (c) and (d) of this Section 4.

(b)  Mandatory Conversion. The Company has the right to require the holders of
the Series A Preferred Stock to convert their shares of Series A Preferred
Stock into, at the Corporation's option, either shares of the Corporation's
Common Stock or Capital's Common Stock applying the conversion ratios set forth
in paragraph (c) of this Section 4, provided that the Closing Price (as defined
below) of the Corporation's Common Stock has been at least $6.50 per share,
subject to adjustment by the Board of Directors as a result of a stock dividend
on the Common Stock or a subdivision, combination or re-classification of the
Common Stock (the "Target Price"), for all ten (10) trading days ending on the
third day prior to the day on which notice of mandatory conversion is given by
the Corporation.  For purposes of this paragraph (b) the "Closing Price" of the
Common Stock for each trading day shall be the last reported sales price,
regular way or, in case no sales take place on such day, the average of the
closing bid and asked prices regular way on such day, in either case as
reported on the principal securities exchange on which such Common Stock is
then listed, or NASDAQ, if the Common Stock is not listed or admitted to
trading on an exchange but is listed on NASDAQ, or as provided by NASDAQ or the
National Quotation Bureau, Inc. or similar organization if the Common Stock is
neither listed on a securities exchange or NASDAQ. Notice of mandatory
conversion shall be mailed to holders of Series A Preferred Stock at such
holders address as it appears on the transfer books of the Corporation.

(c)  Conversion Ratios.  Subject to the provisions regarding the mandatory
conversion of shares of Series A Preferred Stock as provided in paragraph (b)
of this Section 4 and the redemption of shares of Series A Preferred Stock as
provided in Section 7 hereof, each share of Series A Preferred Stock shall be
convertible at the option of the Holder into either two (2) shares of the
Corporation's Common Stock (the "Conversion Ratio") or twenty (20) shares of
Common Stock of Capital (the "Alternate Conversion Ratio"); provided, however,
in the event of a stock dividend, recapitalization, reorganization, merger,
consolidation, subdivision, combination or reclassification of shares of the
Corporation's Common Stock or Capital's Common Stock, as the case may be, or
any other change in the corporate structure or shares of the Corporation's
Common Stock or in Capital's Common Stock, as the case may be, prior to the
conversion of the Series A Preferred Stock, the Corporation shall make such
adjustment as the Board of Directors of the Corporation, in its sole
discretion, shall deem necessary, in the Conversion Ratio and the Alternate
Conversion Ratio to give each holder of the Series A Preferred Stock
substantially the same rights as the holder of the Series A Preferred Stock had
immediately prior to the occurrence of such event.  In the event of any
consolidation of the Corporation or Capital with, or merger of the Corporation
or Capital into, another corporation (other than the merger of the Corporation
with Capital) where either the Corporation or Capital is not the successor
entity, or in the case of the sale or conveyance to another corporation of
substantially all of the property of the Corporation and Capital, then the
holder of the Series A Preferred Stock shall thereafter, upon conversion of the
Series A Preferred Stock in accordance with the terms hereof, prior to the
record date for such consolidation, merger, sale or conveyance, have the right
to purchase and receive the kind and number of shares of stock and other
securities or properties receivable upon such consolidation, merger, sale or
conveyance, that would have been issued to the holder of the Series A Preferred
Stock had the Series A Preferred Stock been converted immediately prior to such
event.

(d)  Mechanics of Conversion.  The right of the holders of the Series A
Preferred Stock to convert their shares shall be exercised by transmitting to
the Corporation at its principal executive offices or such other place as the
Corporation shall specify in writing, a notice of such conversion together with
certificates representing shares of the Series A Preferred Stock to be
converted, duly endorsed in blank and accompanied by such proper instruments of
transfer as may be requested by the Corporation. The notice shall state the
number of shares of Series A Preferred Stock to be converted together with the
applicable conversion ratio to be applied. Holders of Series A Preferred Stock
may choose to apply either the Conversion Ratio or the Alternate Conversion
Ratio, but not both, and the holder's initial choice of applying either the
Conversion Ratio or the Alternate Conversion Ratio, as the case may be, shall
apply to any subsequent Optional Conversion of Series A Preferred Stock by such
holder.   The Corporation shall promptly, after receipt of the foregoing
together with such other documents and evidence of payments of any required
taxes on the part of the holder it may reasonably require, issue to the holder
of the Series A Preferred Stock the appropriate number of shares of the
Corporation's Common Stock or, as the case may be, cause Capital to issue the
appropriate number of shares of Capital capital stock.

(e)  No Impairment.  The Corporation shall not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Corporation but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 4 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of the
Series A Preferred Stock against impairment.

(f)  Certificate as to Adjustments.  Upon the occurrence of each adjustment to
the Conversion Ratio or the Alternate Conversion Ratio or the Target Price
pursuant to this Section 4, the Corporation, at its expense, shall promptly
compute such adjustment in accordance with the terms hereof and furnish to
each holder of Series A Preferred Stock a certificate setting forth such
adjustment and showing in detail the facts upon which such adjustment is
based.  The Corporation shall, upon the written request at any time of any
holder of Series A  Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments, (ii) the
Conversion Ratio, Alternate Conversion Ratio and Target Price at the time in
effect, and (iii) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the conversion of
Series A Preferred Stock.

(g)  Notices of Record Date.  In the event of any taking by the Corporation of
a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend which is the same as cash dividends paid in previous
quarters) or other distribution, the Corporation shall mail to each other
holder of Series A Preferred Stock at least ten (10) days prior to the date
therein, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend or distribution.

(h)  Common Stock Reserved.  The Corporation shall reserve and keep available
out of its authorized but unissued Common Stock such number of shares of its
Common Stock as shall from time to time be sufficient to effect the conversion
of the Series A  Preferred Stock.

Section 5.  Voting Rights.  Except as otherwise required by law or as set forth
below the holders of shares of Series A Preferred Stock shall not be entitled
to notice of any shareholders' meeting or to vote upon any matter submitted to
a shareholder of the Corporation for a vote.

     Without the consent or affirmative vote of the holders of at least fifty-
one percent (51%) of the outstanding shares of Series A Preferred Stock, voting
separately as a class, the Corporation shall not (i) authorize, create or issue
any shares of any other class or series of capital stock of the Corporation
ranking prior to the Series A Preferred Stock as to dividends or upon
liquidation, (ii) amend, alter or repeal, whether by merger or consolidation or
otherwise, the Corporation's Certificate of Incorporation if the amendment,
alteration or repeal materially and adversely affects the powers, preferences
or special rights of the Series A Preferred Stock, or (iii) increase the
authorized Number of shares of Series A Preferred Stock.

Section 7.  Redemption.

(a) The Corporation shall have the right, at its sole option and election made
in accordance with paragraph (c) of this Section 7, to redeem, out of funds
legally available therefor, shares of Series A Preferred Stock, in whole or in
part, at a price of $5.15 per share plus all accrued and unpaid dividends (the
"Redemption Price).

(b) If less than all shares of Series A Preferred Stock at the time outstanding
are to be redeemed, the shares to be redeemed shall, at the election of the
Board of Directors of the Corporation, be selected pro rata or by lot or such
other manner as the Board of Directors may determine;

(c) (i)  Notice of any redemption of shares of Series A Preferred Stock
pursuant to this Section 7 shall be mailed at least ten (10), but not more than
sixty (60), days prior to the date fixed for redemption to each holder of
shares of Series A Preferred Stock to be redeemed, at such holder's address as
it appears on the transfer books of the Corporation.  Holders of Series A
Preferred Stock shall have conversion rights until the close of business on the
business day immediately preceding the date fixed for redemption. In order to
facilitate the redemption of shares of Series A Preferred Stock, the Board of
Directors may fix a record date for the determination of shares to be redeemed
and the date fixed for such redemption. The Corporation shall redeem the number
of shares so specified on the date fixed for redemption. Any notice which is
mailed as herein provided shall be conclusively presumed to have been duly
given, whether or not the holder of the Series A Preferred Stock receives such
notice; and failure to give such notice by mail, or any defect in such notice,
to the holders of any shares designated for redemption shall not affect the
validity of the proceedings for the redemption of such shares or any other
shares of Series A Preferred Stock.  On or after the date fixed for redemption
as stated in such notice, each holder of the shares called for redemption shall
surrender the certificate evidencing such shares to the Corporation at the
place designated in such notice and shall thereupon be entitled to receive
payment of the Redemption Price.  If less than all the shares represented by
any such surrendered certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares.

(d) On the date of any redemption being made pursuant to this Section 7 which
is specified in a notice given pursuant to paragraph (c) of this Section 7 and
at any time after such notice shall have been mailed and before the date of
redemption the Corporation may deposit for the benefit of the holders of shares
of Series A Preferred Stock to be redeemed the funds necessary for such
redemption with a bank or trust company. Any monies so deposited by the
Corporation and unclaimed at the end of three years from the date designated
for such redemption shall revert to the general funds of the Corporation.
After such reversion, any such bank or trust company shall, upon demand, pay
over to the Corporation such unclaimed amounts and thereupon such bank or trust
company shall be relieved of all responsibility in respect thereof and any
holder of shares of Series A Preferred Stock to be redeemed shall look only to
the Corporation for the payment of the Redemption Price.  In the event that
monies are deposited pursuant to this paragraph (d) in respect of shares of
Series A Preferred Stock that are converted in accordance with the provisions
of Section  4, such monies shall, upon such conversion, revert to the general
funds of the Corporation and, upon demand, such bank or trust company shall pay
over to the Corporation such monies and shall be relieved of all responsibility
to the holders of such converted shares in respect thereof.  Any interest
accrued on funds deposited pursuant to this paragraph (d) shall be paid from
time to time to the Corporation for its own account.

(e) Notice of Redemption having been given as aforesaid, notwithstanding that
any certificates for such shares shall not have been surrendered for
cancellation, from and after the date of redemption designated in the notice of
redemption (i) the shares represented thereby shall no longer be deemed
outstanding, (ii) the rights to receive dividends thereon shall cease to
accrue, and (iii) all rights of the holders of shares of Series A Preferred
Stock to be redeemed shall cease and terminates, excepting only the right to
receive the Redemption Price therefor and the right to convert such shares into
shares of Common Stock until the close of business on the business date
immediately preceding the date of redemption, in accordance with Section 4.

Section 8.  Residual Rights.  All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

3. The Certificate of Incorporation is amended so that the designation and
number of shares of Series A Preferred Stock acted upon in the resolution, and
the relative rights, preferences and limitations of such shares of Series A
Preferred Stock, are as stated in the resolution.

     IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of
Incorporation was executed on behalf of the corporation this 23rd day of
January, 1998.

                                          AMERICAN ASSET MANAGEMENT CORPORATION


                                          By:/s/ Richard G. Gagliardi_____
                                             Richard G. Gagliardi
                                             President