Exhibit 3(a)

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                        PAK MAIL CENTERS OF AMERICA, 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 Pak Mail Centers of America, Inc.

     SECOND:  The following  amendments to the Articles of  Incorporation of the
corporation  were duly  recommended by the board of directors on March 31, 1998,
and were duly approved by the  shareholders on June 19, 1998, in accordance with
Section 7-110-103 of the Colorado Business Corporation Act.

     THIRD:  The second sentence of Section 9.1 of Article IX of the Articles of
Incorporation is hereby deleted in its entirety and replaced with the following:

          "Unless otherwise ordered by a court of competent jurisdiction, at all
     meetings of shareholders one-third of the shares of a voting group entitled
     to  vote  at  such  meeting,  represented  in  person  or by  proxy,  shall
     constitute a quorum of that voting group."

     FOURTH: Article X of the Articles of Incorporation is hereby deleted in its
entirety and replaced with the following:

          "ARTICLE  X.  Section  10.1.  Shareholder  Vote.  In  an  election  of
     directors, that number of candidates equaling the number of directors to be
     elected,  having  the  highest  number  of  votes  cast in  favor  of their
     election,  shall be elected to the Board of Directors  of the  Corporation.
     With  respect  to  action on a plan of  merger  or share  exchange,  on the
     disposition of all or substantially all of the property of the Corporation,
     on the granting of consent to the disposition of all or  substantially  all
     of the  property by an entity  controlled  by the  Corporation,  and on the
     dissolution  of the  Corporation,  such  action  shall be  approved by each
     voting  group  entitled  to vote  separately  on the  proposed  action by a
     majority  of all the votes  entitled to be cast on the  proposed  action by
     that voting group. Except as bylaws adopted by the shareholders may provide
     for a greater voting requirement and except as is otherwise provided by the
     Colorado Business Corporation Act, action on an amendment to these Articles
     of  Incorporation  and action on a matter  other than as provided  above in
     this  Article  X is  approved  if a quorum  exists  and if the  votes  cast
     favoring the action  exceed the votes cast  opposing the action.  Any bylaw
     adding,  changing,  or deleting a greater quorum or voting  requirement for
     shareholders  shall meet the same quorum  requirement and be adopted by the
     same vote required to take action under the quorum and voting  requirements
     then in effect or proposed to be adopted, whichever is greater."


<PAGE>
         

     FIFTH:  Articles  XI and XII of the  Articles of  Incorporation  are hereby
deleted in their entirety.



Dated:  June 19, 1998

                                         PAK MAIL CENTERS OF AMERICA, INC.,
                                         a Colorado corporation


                                         By: /s/  John E. Kelly
                                             -----------------------------------
                                             John E. Kelly, President


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