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                                    EXHIBIT
                                      3.2


          Articles of Amendment to Articles of Incorporation, dated as
             of December 31, 1997 (Setting Forth Terms of Series A
                 Preferred Stock and Series B Preferred Stock)


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                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION

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 Consolidated Capital of North America, 
Inc. (the "Corporation").

SECOND:  The following amendment to the Articles of Incorporation was adopted on
March 30, 1998, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:

         No Common Shares have been issued or Directors Elected - Action by 
---      Incorporators

         No Common Shares have been issued but Directors Elected - Action by 
----     Directors

 X       Such amendment was adopted by the board of directors where Common 
----     Shares have been issued.

         Such amendment was adopted by a vote of the shareholders. The number of
----     Common Shares voted for the amendment was sufficient for approval.

If these amendments are to have a delayed effective date, please list that date:
________________
            (not to exceed ninety (90) days from the date of filing)

THIRD:   The Corporation's Articles of Incorporation are hereby amended to amend
and restate Section 4 of ARTICLE IV as follows:

Section 4.  Series A and Series B Preferred Shares

        A.  Designation. Two series of Preferred Shares, designated Series A 
Preferred Shares and Series B Preferred Shares are hereby provided for, which
shares shall have the rights, privileges and preferences set forth below.


            Authorized Number.  The number of shares constituting the Series A 
Preferred Shares shall be 1,000,000. The number of shares constituting the
Series B Preferred Shares shall be 1,000,000. Except as set forth below, the
powers, preferences, rights, qualifications, limitations and restrictions of the
Series A Preferred Shares and Series B Preferred Shares (which are sometimes
together referred to as the "Initial Series Preferred Shares") shall be
identical.
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        B.    Dividends. (1) The holders of record of the Initial Series
Preferred Shares shall be entitled to receive, out of any assets legally
available for the purpose, prior and in preference to any declaration or payment
of any dividend on the Common Shares of the Corporation, dividends at the rate
of $0.12 per share per annum payable quarterly (when, as and if declared by the
Board of Directors out of its funds legally available for such purpose) on the
first day of January, April, July and October of each year to the holders of
record on such dates. Such dividends shall be cumulative. The dividends shall be
paid in cash or at the option of the Corporation, dividends shall be paid in
Common Shares of the Corporation based on the average of the closing bid price
of the Corporation's Common Shares for the five consecutive trading days
preceding the last five trading days of the period for which such dividends are
payable.

        (2)   Dividends shall accrue from the date of original issue of the
Initial Series Preferred Shares. Quarterly dividends which are not paid in full
on any dividend payment date will cumulate without interest until such
accumulated quarterly dividends shall have been declared and paid. Any
declaration of dividends may be for a portion, or all, of the then accumulated
dividends. Any accumulated dividends which are not paid will continue to
cumulate in the manner described above.

        (3)   No dividend or distribution in cash, shares of capital stock or
other property shall be paid or declared and set apart for payment on any date
on or in respect of the Common Shares or on any other series of stock issued by
the Corporation ranking junior to the Initial Series Preferred Shares in payment
of dividends or upon liquidation, dissolution or winding-up of the Corporation
(collectively, the "Junior Securities") (any such dividend or distribution
hereinafter referred to as a "Junior Securities Distribution"), unless,
contemporaneously therewith or with respect to the immediately preceding
dividend payment date for the Initial Series Preferred Shares, a dividend or
distribution is or was paid or declared and set apart for payment, as the case
may be, on or in respect of the Initial Series Preferred Shares payable at the
rate set forth herein and payable on a date no later than the payment date set
for such Junior Securities Distribution. In no event may the Corporation (i)
make a Junior Securities Distribution in cash, unless, contemporaneously
therewith or with respect to the immediately preceding dividend payment date for
the Initial Series Preferred Shares, a dividend or distribution in cash is or
was paid or declared and set apart for payment on or in respect of the Initial
Series Preferred Shares, payable at the rate set forth herein and on a date no
later than the payment date set for such Junior Securities Distribution, (ii)
make a Junior Securities Distribution while there are dividends in arrears on
the Initial Series Preferred Shares or (iii) redeem, purchase or otherwise
acquire for value any Junior Securities, unless, prior to or contemporaneously
with such redemption, purchase or acquisition the Initial Series Preferred
Shares is redeemed in full; provided, however, that the Corporation may redeem,
purchase or otherwise acquire Junior Securities if such redemption, purchase or
other acquisition is approved by the holders of at least 50% of the outstanding
Initial Series Preferred Shares. Notwithstanding the foregoing, this provision
shall not prohibit the payment or declaration and setting aside of a dividend
payable in shares of Junior Securities or a redemption, purchase or acquisition
of Junior Securities with shares of Junior Securities.                        


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        (4)   No dividend may be paid or declared and set apart for payment on
any Initial Series Preferred Shares, unless at the same time (i) a like dividend
is paid or set aside for payment on all Initial Series Preferred Shares then
outstanding and (ii) a like ratable dividend is paid or set aside for payment on
all shares of capital stock ranking on a parity with the Initial Series
Preferred Shares with respect to the payment of dividends. No dividend may be
paid or declared and set apart for payment on any share of capital stock ranking
on a parity with the Initial Series Preferred Shares with respect to payment of
dividends, unless there shall have been paid or set apart for payment a like
ratable dividend on all Initial Series Preferred Shares then outstanding.     
                                                                             
        C.    Liquidation Preference.

        (1)   Series A Preferred Shares. In the event of any liquidation,
dissolution or winding up of the Corporation, either voluntary or involuntary,
the holders of Series A Preferred Shares shall be entitled to receive, prior and
in preference to any distribution of any of the assets of the Corporation to the
holders of any Liquidation Junior Stock, an amount per share equal to (i) $1.00
for each outstanding Series A Preferred Share and (ii) all accumulated but
unpaid dividends, if any, on each such Series A Preferred Share. If upon the
occurrence of such event, the assets and funds thus distributed among the
holders of the Liquidation Parity Stock shall be insufficient to permit the
payment to such holders of the full preferential amounts set forth in Subsection
C(1) of Section 4 and Subsection D(1) of Section 5 of these Articles of
Incorporation, then the entire assets and funds of the Corporation legally
available for distribution shall be distributed ratably among the holders of the
Liquidation Parity Stock on a share by share basis in proportion to the
aggregate preferential amounts of each such series of Preferred Shares.

        (2)   Series B Preferred Shares. In the event of any liquidation,
dissolution or winding up of the Corporation, either voluntary or involuntary,
the holders of Series B Preferred Shares shall be entitled to receive, prior and
in preference to any distribution of any of the assets of the Corporation to the
holders of shares of the Corporation other than Series B Preferred Shares by
reason of their ownership thereof, but after payment to the holders of Series A
Preferred Shares and Series C Preferred Shares, an amount per share equal to (i)
$1.00 for each outstanding Series B Preferred Share and (ii) all accumulated but
unpaid dividends, if any, on each such Series B Preferred Share. If upon the
occurrence of such event, the assets and funds thus distributed among the
holders of the Series B Preferred Shares shall be insufficient to permit the
payment to such holders of the full aforesaid preferential amounts, then the
entire assets and funds of the Corporation legally available for distribution
after payment to the holders of Series A Preferred Shares and Series C Preferred
Shares, shall be distributed ratably among the holders of the Series B Preferred
Shares in proportion to the number of shares of such stock owned by each such
holder.

        (3)   Remaining Assets.  After the distributions described in Sections
C(1) and (2) have been paid, the remaining assets of the Corporation available
for distribution to shareholders shall be distributed among the holders of the
Corporation other than Series A Preferred Shares, Series 


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B Preferred Shares and Series C Preferred Shares pro rata based on the number of
shares of the Corporation other than Series A Preferred Shares, Series B
Preferred Shares and Series C Preferred Shares held by each such holder.

        (4)   Treatment of Mergers, etc. A consolidation, merger or share
exchange by the Corporation with or into any other corporation or corporations,
or a sale, conveyance or disposition of all or substantially all of the assets
of the Corporation or the effectuation by the Corporation of a transaction or
series of related transactions in which more than 50% of the voting power of the
Corporation is disposed of, shall be deemed to be a liquidation, dissolution or
winding up within the meaning of this Section C, if the holders of at least 50%
of the outstanding Series A Preferred Shares and the holders of at least 50% of
the outstanding Series B Preferred Shares elect to have such transaction treated
as a liquidation.

        (5)   Defined Terms. The term "Liquidation Parity Stock" as used 
herein shall be deemed to mean all shares of Series A Preferred Shares of the
Corporation and Series C Preferred Shares of the Corporation which shall rank
equally as to distribution of assets upon liquidation. The term "Liquidation
Junior Stock" as used herein shall be deemed to mean the Series B Preferred
Shares, the Common Shares and all other stock of the Corporation ranking junior
to the Series A Preferred Shares and the Series C Preferred Shares as to
distribution of assets upon liquidation.

        D.    Conversion. The holders of the Initial Series Preferred Shares
shall have conversion rights as follows (the "Conversion Rights"):          

        (1)   Conversion Rights.
           
              (i) Each Initial Series Preferred Share shall be convertible, at
the option of the holder thereof, at any time after the date of issuance of such
share, at the office of the Corporation or any transfer agent for the Initial
Series Preferred Shares, into such number of fully paid and nonassessable Common
Shares as is determined by dividing $1.00 (the "Original Issue Price") by the
Conversion Price at the time in effect for such share. The initial Conversion
Price per share for the Initial Series Preferred Shares shall be $1.00;
provided, however, that the Conversion Price for the Initial Series Preferred
Shares (the "Conversion Price") shall be subject to adjustment as set forth
below.                                         

              (ii) In the event of a call for redemption of any Initial Series
Preferred Shares pursuant to Section E hereof, each holder of any Initial Series
Preferred Share shall have the right to exercise the conversion rights set forth
in this Section D and the right to convert each share shall cease as to the
shares designated for redemption as of the close of business on the business day
immediately prior to the redemption date, unless default is made in payment of
the redemption price.                                      
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        (2)   Mechanics of Conversion. Before any holder of Initial Series
Preferred Shares shall be entitled to convert the same into Common Shares, the
holder shall surrender the certificate or certificates therefor, duly endorsed,
at the office of the Corporation or of any transfer agent for the Initial Series
Preferred Shares, and shall give written notice by mail, postage prepaid, to the
Corporation at its principal corporate office, of the election to convert the
same and shall state therein the name or names in which the certificate or
certificates for Common Shares are to be issued. The Corporation shall, as soon
as practicable thereafter, issue and deliver at such office to such holder of
Initial Series Preferred Shares, or to the nominee or nominees or such holder, a
certificate or certificates for the number of whole Common Shares to which such
holder shall be entitled as aforesaid. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the Initial Series Preferred Shares to be converted, and the person
or persons entitled to receive the Common Shares issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such Common
Shares as of such date. If the conversion is in connection with an underwritten
offer of securities registered pursuant to the Securities Act of 1933, the
conversion may, at the option of any holder tendering Initial Series Preferred
Shares for conversion, be conditioned upon the closing with the underwriter of
the sale of securities pursuant to such offering, in which event the person(s)
entitled to receive the Common Shares issuable upon such conversion of the
Initial Series Preferred Shares shall not be deemed to have converted such
Initial Series Preferred Shares unless and until the closing of such sale of
securities.

        (3)   Conversion Price Adjustments.  The Conversion Price shall be
subject to adjustment from time to time as follows:
                                                                               
              The Conversion Rate shall be appropriately adjusted for any
stock-split, stock-dividend, subdivision or combination of the Common Shares,
such that upon conversion of the Initial Series Preferred Shares the holders of
Initial Series Preferred Shares shall be entitled to receive such number of
Common Shares for each Initial Series Preferred Share to be converted as such
holders would have become entitled to had such holders converted the Initial
Series Preferred Share immediately prior to such event. In the event of any
consolidation, merger or share exchange by the Corporation with or into any
other corporation or corporations, or a sale, conveyance or disposition of all
or substantially all of the assets of the Corporation or the effectuation by the
Corporation of a transaction or series of related transactions in which more
than 50% of the voting power of the Corporation is disposed of, then each holder
of Initial Series Preferred Shares shall be entitled to receive in respect of
all or any of the Initial Series Preferred Shares then held by such holder, the
shares, securities or property receivable upon such transaction by a holder of
the number of Common Shares issuable upon conversion of such Initial Series
Preferred Shares immediately prior to such transaction. No adjustments in
respect of dividends will be made upon any conversion.

        (4)   Other Distributions. In the event the Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons or assets (excluding
cash dividends), then, in each such case for the purpose of this subsection
D(4), the holders of the Initial Series Preferred Shares shall be entitled to a
                


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proportionate share of any such distribution as though they were the holders of
the number of Common Shares of the Corporation into which their shares of
Initial Series Preferred Shares are convertible as of the record date fixed for
the determination of the holders of Common Shares of the Corporation entitled to
receive such distribution.

        (5)   Recapitalizations. If at any time or from time to time there
shall be a recapitalization of the Common Shares (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section D) provision shall be made so that the holders of the Initial
Series Preferred Shares shall thereafter be entitled to receive upon conversion
of the Initial Series Preferred Shares the number of shares of stock of other
securities or property of the Corporation or otherwise, to which a holder of
Common Shares deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section D with respect to the rights of
the holders of the Initial Series Preferred Shares after the recapitalization to
the end that the provisions of this Section D (including adjustment of the
Conversion Price then in effect and the number of shares purchasable upon
conversion of the Initial Series Preferred Shares) shall be applicable after
that event as nearly equivalent as may be practicable.                        

        (6)   No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 4 of Article IV and in the taking of all such
action as may be necessary or appropriate in order to protect the conversion
rights of the holders of the Initial Series Preferred Shares against impairment.

        (7)   No Fractional Shares; Certificate as to Adjustments.

              (i) No fractional shares shall be issued upon conversion of
the  Initial Series Preferred Shares, and the number of Common Shares to be
issued shall be rounded to the nearest whole share. Whether or not fractional
shares are issuable upon such conversion shall be determined on the basis of the
total number of Initial Series Preferred Shares the holder is at the time
converting into Common Shares and the number of Common Shares issuable upon such
aggregate conversion.                                                  

              (ii) Upon the occurrence of each adjustment or readjustment of
the Conversion Price of Initial Series Preferred Shares pursuant to this Section
D, the Corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Initial Series Preferred Shares a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Corporation shall, upon the written
request at any time of any holder of Initial Series Preferred Shares, furnish or
cause to be furnished to such holder a like certificate 


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setting forth (A) such adjustment and readjustment, (B) the Conversion Price at
the time in effect, and (C) the number of Common Shares and the amount, if any,
of other property which at the time would be received upon the conversion of a
share of Initial Series Preferred Shares. 

        (8)   Notices of Record Date. In the event of any taking by the 
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock or any class of
any other securities or property, or to receive any other right, this
Corporation shall mail to each holder of an Initial Series Preferred Share, at
least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.

        (9)   Reservation of Stock Issuable Upon Conversion. This Corporation
shall at all times reserve and keep available out of its authorized but unissued
Common Shares solely for the purpose of effecting the conversion of the Initial
Series Preferred Shares such number of its Common Shares as shall from time to
time be sufficient to effect the conversion of all outstanding Initial Series
Preferred Shares; and if at any time the number of authorized but unissued
Common Shares shall not be sufficient to effect the conversion of all then
outstanding Initial Series Preferred Shares, in addition to such other remedies
as shall be available to the holder of such Initial Series Preferred Shares, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued Common Shares to
such number of shares as shall be sufficient for such purposes.       

        (10)  Notices.  Any notice required by the provisions of this Section 
4 or Article IV to be given to the holders of Initial Series Preferred Shares
shall be deemed given if deposited in the United States mail, postage prepaid,
and addressed to each holder of record at its address appearing on the books of
the Corporation.                                          

        E.    Redemption of Initial Series Preferred Shares.

        (1)   Optional Redemption.  The Initial Series Preferred Shares may be 
called for redemption and redeemed at the option of the Corporation by
resolution of the board of directors, in whole or in part at any time, upon the
notice hereinafter provided for in Section E(2) hereof, by the payment therefor
of the redemption price of $1.00 per share and any accumulated but unpaid
dividends on such Initial Series Preferred Shares. 

        (2)   Manner of Redemption of Initial Series Preferred Shares.  (i) If 
less than all of the outstanding Initial Series Preferred Shares shall be called
for redemption, the particular shares of such series to be redeemed shall be
selected by lot or by such other equitable manner as may be prescribed by
resolution of the Board of Directors.                                         

              (ii) Notice of redemption of any Initial Series Preferred Shares 
shall be given by the Corporation by first-class mail, not less than 20 nor more
than 60 days prior to the date


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fixed by the board of directors of the Corporation for redemption (herein called
the "redemption date"), to the holders of record of the shares to be redeemed at
their respective addresses then appearing on the records of the Corporation. The
notice of the redemption shall state:

              (A)    the redemption date,

              (B)    the redemption price,

              (C)    whether the redemption is an optional redemption or a 
mandatory redemption,

              (D)    if less than all outstanding Initial Series Preferred
Shares  are to be redeemed, the identification of the Initial Series Preferred
Shares to be redeemed,   

              (E)    the conversion rate on the date of the notice,

              (F)    that on the redemption date the redemption price will
become  due and payable upon each Initial Series Preferred Share to be redeemed
and the right to convert each share of Initial Series Preferred Share shall
cease as of the close of business on the business day prior to the redemption
date, unless default shall be made in the payment of the redemption price, and 
 
              (G)     the place or places where such Initial Series Preferred 
Shares to be redeemed are to be surrendered for payment of the redemption price.

        F.   Voting Rights.  Holders of the Initial Series Preferred Shares
shall not be entitled to any voting rights and shall not be entitled to notice
of any meeting of shareholders of the Corporation.                        

        G.   Status of Converted or Redeemed Stock.  In the event any Initial 
Series Preferred Shares shall be converted pursuant to Section D hereof or shall
be redeemed pursuant to Section E hereof, the shares so converted or redeemed
shall be canceled and shall not be reissuable by the Corporation.

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         IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by its authorized officer as of March 30, 1998.



[Corporate Seal]                                   CONSOLIDATED CAPITAL OF
                                                   NORTH AMERICA, INC.



                                                   By:  /s/ Donald R. Jackson
                                                      --------------------------
                                                      Donald R. Jackson
                                                      Secretary and Treasurer