ARTICLES OF AMENDMENT
                                       of
                               PARKS AMERICA! INC.
                            (UBI Number 601 048 726)

     Pursuant to the  provisions of the  Washington  Business  Corporation  Act,
Chapter  23B10 RCW,  the  following  Articles of  Amendment  to the  Articles of
Incorporation are submitted for filing.

                                    ARTICLE I

The name of the Corporation is Parks America! Inc. (the "Corporation").

                                   ARTICLE II

     The following amendments have been adopted:

     1.  Section 1 of Article VI was  amended to  increase  the number of shares
authorized from 150,000 common shares to 30,000,000 common shares,  par value of
$.0001 and to delete the authorization of any preferred stock.

     2. Section 4 of Article VI which was added by amendment filed on August 11,
1993 has been deleted and all references to preferred stock have been deleted.

     3. As a result of the  amendments  set forth in this article,  the existing
Article VI is revoked and hereby amended to read in full as follows:

                                   ARTICLE VI
                               AUTHORIZED CAPITAL

     1. Authorized Capital.  The total number of shares the Corporation shall be
     authorized to issue is 30,000,000 shares of common stock having a par value
     of $.0001 per share.

     2.  Redemption.  The  Corporation  shall have the right to purchase,  take,
     receive,  or otherwise  acquire its own shares by using its  unreserved and
     unrestricted  capital  surplus,  as well as by  using  its  unreserved  and
     unrestricted earned surplus.

     3.  Issuance of Shares.  Any part of the capital  stock  authorized  by the
     Articles of Incorporation or any amendment to such Articles may at any time
     be allocated,  issued,  sold, or disposed of at the discretion of the Board
     of  Directors,  and the  Board of  Directors  shall  have  full  power  and
     authority to determine the character,  value and terms of the consideration
     to be received by the Corporation on the exchange of said stock.
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     4. Common Stock Rights and Privileges

          a.   The  holders of shares of Common  Stock  shall be entitled to one
               vote per share on all matters to be voted on by the shareholders.
               Such  shares  shall  be  entitled  to  vote  as a  class  for all
               available  directorship  positions  of  the  Corporation  at  any
               regular election.

          b.   The  holders  of  Common  Stock  shall  be  entitled  to  receive
               dividends,  if any, as may be  declared  from time to time by the
               Board of Directors in its discretion from funds legally available
               therefor.

          c.   The Common  Stock may be redeemed at the sole  discretion  of the
               Corporation  upon such terms and subject to the conditions as the
               Board of Directors may establish.

                                   ARTICLE III

     The amendment  provides for no exchange,  classification or cancellation of
issued  shares.  At all times  material  hereto,  there were only common  shares
issued and outstanding. No preferred shares are, or were, outstanding.

                                   ARTICLE IV

     The  Amendment  was adopted on January 5, 2000 and shall be effective  upon
filing of these articles of Amendment.

                                    ARTICLE V

     The amendment was duly approved by the  shareholders in accordance with the
provisions of RCW 23B.10.030 and 23B.10.040.

     In Witness Whereof,  the Corporation has caused these Articles of Amendment
to be executed on this ____ day of March,  2000. This document is executed under
penalties of perjury, and is to the best of the undersigned officer's knowledge,
true and correct.

                                                  PARKS AMERICA! INC.


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