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                                                            EXHIBIT 3.2


                             ARTICLES OF AMENDMENT

                                    TO THE 

                           ARTICLES OF INCORPORATION

                                      OF

                               AQUASEARCH, INC


     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST:    The name of the corporation is Aquasearch, Inc.

     SECOND:   The following amendment was adopted by the Board of Directors 
and Shareholders of the corporation effective September 24, 1996 in the 
manner prescribed by the Colorado Business Corporation Act: 

RESOLVED: That the Fourth Article of the Articles of Incorporation of the 
corporation be, and it hereby is, changed to read as follows:

     (a)  This Corporation is authorized to issue two classes of stock, 
designated "Common Stock" and "Preferred Stock."  The total number of shares 
of Common Stock which this corporation shall have authority to issue is 
100,000,000 shares.  The total number of shares of Preferred Stock which this 
corporation shall have authority to issue is 5,000,000 shares.  Each share of 
Common Stock and Preferred Stock shall have a par value of $0.0001 per share. 

The corporation's board of directors is hereby authorized, subject to 
limitations prescribed by law and the provisions of this Fourth Article to 
provide for the issuance of the shares of Preferred Stock in one or more 
series, and by filing Articles of Amendment to the Articles of Incorporation 
pursuant to the Colorado Business Corporation Act, to establish from time to 
time the number of shares included in each such series, and to fix the 
designations, preferences, limitations, and relative rights of the series of 
shares.

The authority of the corporation's board of directors with respect to each 
series shall include, but not be limited to, determination of the following:

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     A.   The number of shares constituting that series and the distinctive
     designation of that series;

     B.   The dividend rate on the shares of that series, whether dividends
     shall be cumulative and, if so, from which date or dates, and the 
     relative rights of priority, if any, of payment of dividends on 
     shares of that series;

     C.   Whether that series shall have the voting rights in addition to the
     voting rights provided by law, and, if so, the terms of such voting 
     rights;

     D.   Whether that series shall have conversion privileges, and, if so, the
     terms and conditions of such privileges, including provision for 
     adjustment of the conversion rate in such events as the corporation's 
     board of directors shall determine;

     E.   Whether or not the shares of that series shall be redeemable, and, if
     so, the terms and conditions of such privileges, including the date or
     dates upon or after which they shall be redeemable, and the amount per
     share payable on case of redemption, which amount may vary under different
     conditions and at different redemption rates;

     F.   Whether that series shall have a sinking fund for the redemption or
     purchase of shares of that series and, if so, the terms in the amount of
     such sinking funds;

     G.   The rights of the shares of that series in the event of voluntary or
     involuntary liquidation, dissolution or winding up of the corporation, and
     the relative rights of priority, if any, of payment or shares of that
     series; and

     H.   Any other relative rights, preferences and limitations of that 
     series. 

     (b)  Each shareholder of record shall have one vote for each share of
Common Stock standing in his or her name on the books of the corporation and
entitled to vote thereon.  Cumulative voting shall not be permitted in the
election of directors or otherwise.

     (c)  At all meetings of shareholders, one-third of the shares entitled to
vote at such meeting, represented in person or by proxy, shall constitute a
quorum.

     (d)  The shareholders, by vote or concurrence of a majority of the
outstanding shares of the corporation, or any class or series thereof, 
entitled to vote on the subject matter, may take any action which, except for 
this Article, would require a two-thirds vote under the Colorado Business 
Corporation Act, as amended.

     (e)  No shareholder of the corporation shall have any preemptive or other
right to subscribe for any additional unissued or treasury shares of stock or
for other securities of any class, or for rights, warrants or options to
purchase stock, or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.

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     (f)  The Board of Directors may from time to time distribute to the
shareholders in partial liquidation, out of stated capital or capital surplus 
of the corporation, a portion of its assets, in cash or property, subject to 
the limitations contained in the statutes of Colorado and these Articles of 
Incorporation.

     THIRD:    The number of shares voting for the amendment was sufficient for
approval.

     FOURTH:   The manner, if not set forth in the amendments, in which any
exchange, reclassification or cancellation of issued shares provided for in 
the amendments shall be effected, are as follows:  Not applicable.

     FIFTH:    The manner in which the amendments effect a change in the 
amount of stated  capital as changed by amendments are as follows:  No change.

                             AQUASEARCH, INC.



                         By  /s/ Steven L. Berson
                            -----------------------------
                             Steven L. Berson, Secretary