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                                                                    EXHIBIT 3.2

                         EXCELSIOR-HENDERSON MOTORCYCLE
                             MANUFACTURING COMPANY
                                           
                                   AMENDED
                            STATEMENT OF DESIGNATION
                                       OF
                      RIGHTS, PREFERENCES AND LIMITATIONS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

(A) DESIGNATION OF SERIES OF PREFERRED STOCK

    Of the 10,000,000 shares of Preferred Stock which the Corporation is 
authorized to issue under its Articles of Incorporation, 5,014,000 of such 
shares shall be designated as shares of Series A Convertible Preferred Stock 
of the Corporation (the "Preferred Stock"), par value $.01 per share.  Such 
shares of Preferred Stock, together with the 25,000,000 shares of authorized 
Common Stock of the Corporation (the "Common Stock"), the balance of the 
undesignated shares of Preferred Stock of the Corporation and any other 
common stock or preferred stock that may hereafter be authorized in or 
pursuant to the Restated Articles of Incorporation of the Corporation, are 
sometimes hereinafter collectively referred to as the "capital stock."

(B) VOTING PRIVILEGES.

    Each holder of Preferred Stock shall have that number of votes on all 
matters submitted to the stockholders that is equal to the number of shares 
of Common Stock into which such holder's shares of Preferred Stock are then 
convertible, as hereinafter provided.  Except as otherwise required by 
agreement or law, the shares of capital stock of the Corporation shall vote 
as a single class on all matters submitted to the stockholders.

(C) DIVIDENDS.

    In the event any dividend or distribution is declared or made with 
respect to outstanding shares of Common Stock, a comparable dividend or 
distribution must be simultaneously declared or made with respect to the 
outstanding shares of Preferred Stock.  In the event any dividend or 
distribution is declared or made with respect to the Common Stock, each 
holder of shares of Preferred Stock shall be paid such comparable dividend or 
receive such comparable distribution on the basis of the number of shares of 
Common Stock into which such holder's shares of Preferred Stock are then 
convertible, as hereinafter provided.

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(D) LIQUIDATION PREFERENCE.  

    In the event of an involuntary or voluntary liquidation or dissolution of 
the Corporation at any time, the holders of shares of Preferred Stock shall 
be entitled to receive out of the assets of the Corporation an amount equal 
to $2.50 per share (appropriately adjusted to reflect stock splits, stock 
dividends, reorganizations, consolidations and similar changes hereafter 
effected), plus dividends unpaid and accumulated or accrued thereon, if any.  
In the event of either an involuntary or a voluntary liquidation or 
dissolution of the Corporation payment shall be made to the holders of shares 
of Preferred Stock in the amounts herein fixed before any payment shall be 
made or any assets distributed to the holders of the Common Stock or any 
other class of shares of the Corporation ranking junior to the Preferred 
Stock with respect to payment upon dissolution or liquidation of the 
Corporation.  If upon any liquidation or dissolution of the Corporation the 
assets available for distribution shall be insufficient to pay the holders of 
all outstanding shares of Preferred Stock the full amounts to which they 
respectively shall be entitled, the holders of such shares shall share pro 
rata in any such distribution.

(E) CONVERSION RIGHT.  

    At the option of the holders thereof, the shares of Preferred Stock shall 
be convertible, at the office of the Corporation (or at such other office or 
offices, if any, as the Board of Directors may designate), into fully paid 
and nonassessable shares (calculated as to each conversion to the nearest 
1/100th of a share) of Common Stock, at the conversion price, determined as 
hereinafter provided, in effect at the time of conversion, each share of 
Preferred Stock being deemed to have a value of $2.50 for the purpose of such 
conversion.  The price at which each share of Common Stock shall be delivered 
upon conversion (herein called the "conversion price") shall be initially 
equal to $2.50 per share of Common Stock (i.e., at an initial conversion rate 
of one share of Common Stock for each share of Preferred Stock); PROVIDED, 
HOWEVER, that such initial conversion price shall be subject to adjustment 
from time to time in certain instances as hereinafter provided.  The 
following provisions shall govern such right of conversion:

    (1)  In order to convert shares of Preferred Stock into shares of Common
         Stock of the Corporation, the holder thereof shall surrender at any
         office hereinabove mentioned the certificate or certificates therefor,
         duly endorsed to the Corporation or in blank, and give written notice
         to the Corporation at such office that such holder elects to convert
         such shares.  Shares of Preferred Stock shall be deemed to have been
         converted immediately prior to the close of business on the day of the
         surrender of such shares for conversion as herein provided, and the
         person entitled to receive the shares of Common Stock issuable upon
         such conversion shall be treated for all purposes as the record holder
         of such shares of Common Stock at such time.  As promptly as
         practicable on or after the conversion date, the Corporation shall
         issue and deliver or cause to be issued and 

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         delivered at such office a certificate or certificates for the number
         of shares of Common Stock issuable upon such conversion.

    (2)  The conversion price shall be subject to adjustment from time to time
         as hereinafter provided.  Upon each adjustment of the conversion price
         each holder of shares of Preferred Stock shall thereafter be entitled
         to receive the number of shares of Common Stock obtained by
         multiplying the conversion price in effect immediately prior to such
         adjustment by the number of shares issuable pursuant to conversion
         immediately prior to such adjustment and dividing the product thereof
         by the conversion price resulting from such adjustment.

    (3)  In case the Corporation shall (i) declare a dividend upon the Common
         Stock payable in Common Stock (other than a dividend declared to
         effect a subdivision of the outstanding shares of Common Stock, as
         described in subparagraph (4) below) or any obligations or any shares
         of stock of the Corporation which are convertible into, or
         exchangeable for, Common Stock (any of such obligations or shares of
         stock being hereinafter called "Convertible Securities"), or in any
         rights or options to purchase Common Stock or Convertible Securities,
         or (ii) declare any other dividend or make any other distribution upon
         the Common Stock payable otherwise than out of earnings or earned
         surplus, then thereafter each holder of shares of Preferred Stock upon
         the conversion thereof will be entitled to receive the number of
         shares of Common Stock into which such shares of Preferred Stock have
         been converted, and, in addition and without payment therefor, each
         dividend described in clause (i) above and each dividend or
         distribution described in clause (ii) above which such holder would
         have received by way of dividends or distributions if continuously
         since such holder became the record holder of such shares of Preferred
         Stock such holder (i) had been the record holder of the number of
         shares of Common Stock then received, and (ii) had retained all
         dividends or distributions in stock or securities (including Common
         Stock or Convertible Securities, and any rights or options to purchase
         any Common Stock or Convertible Securities) payable in respect of such
         Common Stock or in respect of any stock or securities paid as
         dividends or distributions and originating directly or indirectly from
         such Common Stock.  For the purposes of the foregoing a dividend or
         distribution other than in cash shall be considered payable out of
         earnings or earned surplus only to the extent that such earnings or
         earned surplus are charged an amount equal to the fair value of such
         dividend or distribution as determined by the Board of Directors of
         the Corporation.

    (4)  In case the Corporation shall at any time subdivide its outstanding
         shares of Common Stock into a greater number of shares, the conversion
         price in effect immediately prior to such subdivision shall be
         proportionately reduced, and conversely, in case the outstanding
         shares of Common Stock shall be combined 

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         into a smaller number of shares, the conversion price in effect 
         immediately prior to such combination shall be proportionately 
         increased.

    (5)  If any capital reorganization or reclassification of the capital stock
         of the Corporation, or consolidation or merger of the Corporation with
         another corporation, or the sale of all or substantially all of its
         assets to another corporation or other entity shall be effected in
         such a way that holders of Common Stock shall be entitled to receive
         stock, securities or assets with respect to or in exchange for Common
         Stock, then, as a condition of such reorganization, reclassification,
         consolidation, merger or sale, lawful and adequate provision shall be
         made whereby the holders of Preferred Stock shall thereafter have the
         right to receive upon the basis and upon the terms and conditions
         specified herein and in lieu of the shares of the Common Stock of the
         corporation immediately theretofore receivable upon the conversion of
         Preferred Stock, such shares of stock, securities or assets as may be
         issued or payable with respect to or in exchange for a number of
         outstanding shares of such Common Stock equal to the number of shares
         of such stock immediately theretofore receivable upon the conversion
         of Preferred Stock had such reorganization, reclassification,
         consolidation, merger or sale not taken place, plus all dividends
         unpaid and accumulated or accrued thereon to the date of such
         reorganization, reclassification, consolidation, merger or sale, and
         in any such case appropriate provision shall be made with respect to
         the rights and interests of the holders of Preferred Stock to the end
         that the provisions hereof (including without limitation provisions
         for adjustments of the conversion price and of the number of shares
         receivable upon the conversion of Preferred Stock) shall thereafter be
         applicable, as nearly as may be in relation to any shares of stock,
         securities or assets thereafter receivable upon the conversion of
         Preferred Stock.  The Corporation shall not effect any such
         consolidation, merger or sale, unless prior to the consummation
         thereof the successor corporation (if other than the corporation)
         resulting from such consolidation or merger or the corporation
         purchasing such assets shall assume by written instrument executed and
         mailed to the registered holders of Preferred Stock, at the last
         addresses of such holders appearing on the books of the Corporation,
         the obligation to deliver to such holders such shares of stock,
         securities or assets as, in accordance with the foregoing provisions,
         such holders may be entitled to receive.

    (6)  Upon any adjustment of the conversion price, then and in each case the
         Corporation shall give written notice thereof, by first-class mail,
         postage prepaid, addressed to the registered holders of Preferred
         Stock, at the addresses of such holders as shown on the books of the
         Corporation, which notice shall state the conversion price resulting
         from such adjustment and the increase or decrease, if any, in the
         number of shares receivable at such price upon the conversion of

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         Preferred Stock, setting forth in reasonable detail the method of
         calculation and the facts upon which such calculation is based.

    (7)  If any event occurs as to which in the opinion of the Board of
         Directors of the Corporation the other provisions of this
         paragraph (E) are not strictly applicable or if strictly applicable
         would not fairly protect the rights of the holders of Preferred Stock
         in accordance with the essential intent and principles of such
         provisions, then the Board of Directors shall make an adjustment in
         the application of such provisions, in accordance with such essential
         intent and principles, so as to protect such rights as aforesaid.

    (8)  As used in this paragraph (E) the term "Common Stock" shall mean and
         include the Corporation's presently authorized Common Stock and shall
         also include any capital stock of any class of the Corporation
         hereafter authorized which shall not be limited to a fixed sum or
         percentage in respect of the rights of the holders thereof to
         participate in dividends or in the distribution of assets upon the
         voluntary or involuntary liquidation, dissolution or winding up of the
         Corporation; provided that the shares receivable pursuant to
         conversion of shares of Preferred Stock shall include shares
         designated as Common Stock as of the date of issuance of such shares
         of Preferred Stock, or, in case of any reclassification of the
         outstanding shares thereof, the stock, securities or assets provided
         for in subparagraph (5) above.

    (9)  No fractional shares of Common Stock shall be issued upon conversion,
         but, instead of any fraction of a share which would otherwise be
         issuable, the Corporation shall pay a cash adjustment in respect of
         such fraction in an amount equal to the same fraction of the market
         price per share of Common Stock as of the close of business on the day
         of conversion.  "Market price" shall mean if the Common Stock is
         traded on a securities exchange or on the Nasdaq National Market, the
         closing price of the Common Stock on such exchange or the Nasdaq
         National Market, or, if the Common Stock is otherwise traded in the
         over-the-counter market, the closing bid price, in each case averaged
         over a period of 20 consecutive business days prior to the date as of
         which "market price" is being determined.  If at any time the Common
         Stock is not traded on an exchange or the Nasdaq National Market, or
         otherwise traded in the over-the-counter market, the "market price"
         shall be deemed to be the fair value thereof determined in good faith
         by the Board of Directors of the Corporation as of a date which is
         within 15 days of the date as of which the determination is to be
         made.

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(F) MANDATORY CONVERSION.  

    The Preferred Stock shall automatically be converted into shares of Common
Stock, without any act by the Corporation or the holders of the Preferred Stock,
concurrently with the closing of the Initial Public Offering of the Corporation
(as hereinafter defined).  As used herein, the term "closing" shall mean the
delivery by the Corporation to the underwriters of certificates representing the
shares of Common Stock offered to the public against delivery to the Corporation
by such underwriters of payment therefor.  Each holder of a share of Preferred
Stock so converted shall be entitled to receive the full number of shares of
Common Stock into which such share of Preferred Stock held by such holder could
be converted if such holder had exercised its conversion right at the time of
closing of such public offering.  Upon such conversion, each holder of a share
of Preferred Stock shall immediately surrender such share in exchange for
appropriate stock certificates representing a share or shares of Common Stock. 
As used herein, "Initial Public Offering" shall mean the first public offering
by the Corporation of shares of Common Stock registered under the Securities Act
of 1933, as amended, in which (1) the aggregate public offering price of the
Common Stock sold for cash by the Corporation in the offering is at least
$10,000,000 and (2) the offering is underwritten on a firm commitment basis by
an underwriter or a group of underwriters.  The term "firm commitment basis"
with respect to the underwriting of such public offering shall mean a commitment
pursuant to a written underwriting agreement under which the nature of the
underwriters' commitment is such that all securities will be purchased by such
underwriters if any securities are purchased by such underwriters.