**Exhibit
      3.2**


AMENDMENT
      TO ARTICLES OF INCORPORATION OF COST-U-LESS,
      INC.




**ARTICLES
      OF AMENDMENT**


**OF**


**COST-U-LESS,
      INC.**





Pursuant
      to RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned
      corporation hereby submits the following amendment to the corporation’s Restated
      Articles of Incorporation, as amended:





1.  The
      name
      of the corporation is Cost-U-Less, Inc.





2.  The
      last
      sentence of Article 5 of the Restated Articles of Incorporation is amended
      to
      read in its entirety as follows:





“The
      Directors of this corporation may be removed only for cause by the holders
      of a
      majority of the shares entitled to elect the Director or Directors whose removal
      is sought in the manner provided by the Bylaws.”





3.  Article
      6
      of the Restated Articles of Incorporation is amended to read in its entirety
      as
      follows:





“The
      Board of Directors shall have the power to adopt, amend or repeal the Bylaws
      of
      this corporation; provided, however, the Board of Directors may not repeal
      or
      amend any Bylaw that the shareholders have expressly provided may not be amended
      or repealed by the Board of Directors. The shareholders shall also have the
      power to adopt, amend or repeal the Bylaws of this corporation by the
      affirmative vote of the holders of a majority of the outstanding shares and,
      to
      the extent, if any, provided by resolution or resolutions of the Board of
      Directors providing for the issuance of a series of Common or Preferred Stock,
      the requisite vote of the outstanding shares of such series, voting as a
      class.”





4.  Article
      7
      of the Restated Articles of Incorporation is amended to read in its entirety
      as
      follows:





“This
      corporation reserves the right to amend or repeal, by the affirmative vote
      of
      the holders of a majority of the outstanding shares and, to the extent, if
      any,
      provided by resolution or resolutions of the Board of Directors providing for
      the issuance of a series of Common or Preferred stock, the requisite vote of
      the
      outstanding shares of such series, voting as a class, any of the provisions
      contained in these Articles of Incorporation.”





5.  Article
      10 of the Restated Articles of Incorporation is amended to read in its entirety
      as follows:





“Pursuant
      to the authority granted under Sections 23B.11.030, 23B.12.020, and 23B.14.020
      of the Washington Business Corporation Act, the vote of shareholders of this
      corporation required in order to approve a plan of merger or share exchange,
      the
      sale, lease, exchange or other disposition of all or substantially all of the
      property of the corporation not in the usual and regular course of business,
      or
      the dissolution of the corporation, shall be a majority of all of the votes
      entitled to be cast by each voting group entitled to vote thereon.”




6.  The
      date
      of adoption of such amendment was May 15, 2007.




7.
        These
        Articles of Amendment were duly approved and adopted by the Board of Directors
        and by the shareholders of the corporation in accordance with the provisions
        of
        RCW 23B.10.030 and 23B.10.040 of the Washington Business Corporation
        Act.


8.  The
      amendment will be effective upon filing.





Dated
      as
      of August 4, 2007.




COST-U-LESS, INC./s/ J.
              Jeffrey MederJ. Jeffrey MederPresident and Chief Executive Officer