EXHIBIT 3.1.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            CRESCENT GOLD CORPORATION
                            (After Issuance of Stock)


     We the undersigned President and Secretary of Crescent Gold Corporation, a
Nevada corporation, do hereby certify:

     That the Board of Directors of said corporation, on September 30, 1998,
unanimously adopted a resolution to amend the articles as follows:

     Article V of the Articles of Incorporation of this corporation is hereby
     amended to read as follows:

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          "FIFTH: The aggregate amount of the total authorized capital stock the
     corporation shall have the authority to issue is One Hundred Million
     (100,000,000) shares of Common Stock, each having a par value of $0.001,
     and Five Million (5,000,000) shares of Preferred Stock, par value $0.001.
     All stock when issued shall be fully paid and nonassessable.

     The shares of Preferred Stock may be issued from time to time in one or
     more series. The Board of Directors of the Corporation (the "Board of
     Directors") is expressly authorized to provide for the issuance of all or
     any of the shares of the Preferred Stock in one or more series, and to fix
     the number of shares and to determine or alter for each such series, such
     voting powers, full or limited, or no voting powers, and such designations,
     preferences, and relative, participating, optional, or other rights and
     such qualifications, limitations, or restrictions thereof, as shall be
     stated and expressed in the resolution or resolutions adopted by the Board
     of Directors providing for the issuance of such shares (a "Preferred Stock
     Designation") and as may be permitted by the Nevada Corporation Law. The
     Board of Directors is also expressly authorized to increase or decrease
     (but not below the number of shares of such series then outstanding) the
     number of shares of any series subsequent to the issue of shares of that
     series. In case the number of shares of any such series shall be so
     decreased, the shares constituting such decrease shall resume the status
     that they had prior to the adoption of the resolution originally fixing the
     number of shares of such series."

     The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is Two Million (2,000,000); that
the said change and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

/s/  Adam R. Stull
-----------------------------
     ADAM R. STULL
     President and Secretary

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STATE OF   CA       )
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                          ) ss.
COUNTY OF  Orange   )
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On 10-6__, 1998, before me, Maria Gonzalez, Notary Public, personally appeared
Adam R. Stull, personally known to me, or X , proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity and that by his signature on the instrument, the person or the entity
upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.



Signature: /s/  Maria Gonzalez
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                                      (This area for official notarial seal)

                                                                     [SEAL]

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