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Exhibit 3.2

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
METALCLAD CORPORATION

The undersigned, Wayne W. Mills, President of Metalclad Corporation, a
Delaware corporation (the Corporation), being duly authorized, hereby
certifies that, as declared advisable by resolution of the Board of Directors
of the Corporation, and as adopted by the affirmative vote of shareholders of
the Corporation owning a majority of the outstanding shares of the Corporation,
there being only common stock outstanding, at a duly called and held meeting
thereof on June 24, 2002, all in accordance with Section 242 of the Delaware
General Corporation Law, a resolution was adopted amending Articles First and
Fourth of the Corporations Certificate of Incorporation to read in their
entirety as follows:

|        |  |                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FIRST:  |  | The name of the Corporation (hereinafter called the
Corporation) is Entrx Corporation.                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                    
|FOURTH: |  |                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                    
|4.1     |  | The total number of shares of stock
which the Corporation shall have authority to issue is
85,000,000, of which 80,000,000 shares shall be Common
Stock having a par value of $0.10 per share, and
5,000,000 shares shall be Preferred Stock having a par
value of $1.00 per share.
|        |  |                                                                                                                                                                                                                                                                                    
|4.2     |  | Each share of issued and outstanding
Common Stock shall have one vote, and shall be
entitled to dividends thereon as and if declared by
the Board of Directors.                                                                                                                    

IN WITNESS WHEREOF, Metalclad Corporation has caused this Certificate of
Amendment to be signed on its behalf by the undersigned officer, duly
authorized, this 25th day of June, 2002.

|                      |  |                | 
|--------------------- |  | -------------- | 
|METALCLAD CORPORATION | 
|                      |  |                | 
|By:                   |  |                | 
|                      |  | Wayne W. Mills | 

The undersigned President of Metalclad Corporation hereby acknowledges,
under penalties of perjury, that the foregoing Certificate of Merger is the
free act and deed of Metalclad Corporation, and that the facts stated therein
are true.

|                      |  |                | 
|--------------------- |  | -------------- | 
|METALCLAD CORPORATION | 
|                      |  |                | 
|By:                   |  |                | 
|                      |  | Wayne W. Mills |