EXHIBIT 3.3


                         ARTICLES OF AMENDMENT TO THE

                          ARTICLES OF INCORPORATION

                                     OF

                         MOUNTAIN STATES LENDING, INC.

                          INCLUDING A NAME CHANGE TO

                         MOUNTAIN STATES HOLDINGS, 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 Mountain States Lending, Inc.

SECOND:  The following amendments were adopted on July 22, 2002, by the Board
of Directors, and on August 30, 2002, by a vote of the Shareholders of the
Corporation, in the manner prescribed by the Colorado Business Corporation
Act.  The number of shares voted for the amendment was sufficient for
approval.

          ARTICLE I shall be amended to read as follows:

                                " ARTICLE I

          The name of the Corporation is Mountain States Holdings, Inc."

          Article IV shall be amended to read as follows:

                               " ARTICLE IV

                               CAPITAL STOCK

          The aggregate number of shares which this Corporation shall have
authority to issue is Fifty Million (50,000,000) shares of no par value each,
which shares shall be designated "Common Stock;" and Five Million (5,000,000)
shares of no par value each, which shares shall be designated "Preferred
Stock" and which may be issued in one or more series at the discretion of the
Board of Directors.  In establishing a series the Board of Directors shall
give to it a distinctive designation so as to distinguish it from the shares
of all other series and classes, shall fix the number of shares in such
series, and the preferences, rights and restrictions thereof.  All shares of
any one series shall be alike in every particular except as otherwise provided
by these Articles of Incorporation or the Colorado Business Corporation Act.

               1.  Dividends.  Dividends in cash, property or shares shall be
paid upon the Preferred Stock for any year on a cumulative or noncumulative
basis as determined by a resolution of the Board of Directors prior to the
issuance of such Preferred Stock, to the extent earned surplus for each such
year is available, in an amount as determined by a resolution of the Board of
Directors.  Such Preferred Stock dividends shall be paid pro rata to holders
of Preferred Stock in any amount not less than nor more than the rate as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock.  No other dividend shall be paid on the Preferred Stock.

               Dividends in cash, property or shares of the Corporation may be
paid upon the Common Stock, as and when declared by the Board of Directors,
out of funds of the Corporation to the extent and in the manner permitted by
law, except that no Common Stock dividend shall be paid for any year unless
the holders of Preferred Stock, if any, shall receive the maximum allowable
Preferred Stock dividend for such year.

               2.  Distribution in Liquidation.  Upon any litigation,
dissolution or winding up of the Corporation, and after paying or adequately
providing for the payment of all its obligations, the remainder of the assets
of the Corporation shall be distributed, either in cash or in kind, first pro
rata to the holders of the Preferred Stock until an amount to be determined by
a resolution of the Board of Directors prior to issuance of such Preferred
Stock, has been distributed per share, and, then, the remainder pro rata to
the holders of the Common Stock.

               3.  Redemption.  The Preferred Stock may be redeemed in whole
or in part as determined by a resolution of the Board of Directors prior to
the issuance of such Preferred Stock, upon prior notice to the holders of
record of the Preferred Stock, published, mailed and given in such manner and
form and on such other terms and conditions as may be prescribed by the Bylaws
or by resolution of the Board of Directors, by payment in cash or Common Stock
for each share of the Preferred Stock to be redeemed, as determined by a
resolution of the Board of Directors prior to the issuance of such Preferred
Stock.  Common Stock used to redeem Preferred Stock shall be valued as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock.  Any rights to or arising from fractional shares shall
be treated as rights to or arising from one share.  No such purchase or
retirement shall be made if the capital of the Corporation would be impaired
thereby.

               If less than all of the outstanding shares are to be redeemed,
such redemption may be made by lot or pro rata as may be prescribed by
resolution of the Board of Directors; provided, however, that the Board of
Directors may alternatively invite from shareholders offers to the Corporation
of Preferred Stock at less than an amount to be determined by a resolution of
the Board of Directors prior to issuance of such Preferred Stock, and when
such offers are invited, the Board of Directors shall then be required to buy
at the lowest price or prices offered, up to the amount to be purchased.

               From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the Corporation in the payment of
the redemption price), all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price, shall cease and terminate.

               Any purchase by the Corporation of the shares of its Preferred
Stock shall not be made a prices in excess of said redemption price.

               4.  Voting Rights; Cumulative Voting.  Each outstanding share
of Common Stock shall be entitled to one vote and each fractional share of
Common Stock shall be entitled to a corresponding fractional vote on each
matter submitted to a vote of shareholders.  A majority of the shares of
Common Stock entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  Except as otherwise
provided by these Articles of Incorporation or the Colorado Business
Corporation Act, if a quorum is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders.  When, with respect to any action
to be taken by shareholders of this Corporation, the laws of Colorado require
the vote or concurrence of the holders of two-thirds of the outstanding
shares, of the shares entitled to vote thereon, or of any class or series,
such action may be taken by the vote or concurrence of a majority of such
shares or class or series thereof.  Cumulative voting shall not be allowed in
the election of directors of this Corporation.

               Shares of Preferred Stock shall only be entitled to such vote
as is determined by the Board of Directors prior to the issuance of such
stock, except as required by law, in which case each share of Preferred Stock
shall be entitled to one vote.

               5.  Denial of Preemptive Rights.  No holder of any shares of
the Corporation, whether now or hereafter authorized, shall have any
preemptive or preferential right to acquire any shares or securities of the
Corporation, including shares or securities held in the treasury of the
Corporation.

               6.  Conversion Rights.  Holders of shares of Preferred Stock
may be granted the right to convert such Preferred Stock to Common Stock of
the Corporation on such terms as may be determined by the Board of Directors
prior to issuance of such Preferred Stock. "

               No director shall be liable to the Corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (a) shall be liable
under C.R.S. Section 7-108-403 or any amendment thereto or successor provision
thereto; (b) shall have breached the director's duty of loyalty to the
Corporation or its shareholders; (c) shall have not acted in good faith or, in
failing to act, shall not have acted in good faith; (d) shall have acted or
failed to act in a manner involving intentional misconduct or a knowing
violation of law; or (e) shall have derived an improper personal benefit.
Neither the amendment nor repeal of this Article, nor the adoption of any
provision in the Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring prior to such amendment, repeal or adoption of an inconsistent
provision.  This Article shall apply to the full extent now permitted by
Colorado law or as may be permitted in the future by changes or enactments in
Colorado law, including without limitation C.R.S. Section 7-102-102 and/or
C.R.S. Section 7-103-102. "

THIRD:  The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:  Not Applicable.

FOURTH:  The name and address of the person who caused this document to be
delivered for filing, and to whom the Secretary of State may deliver notice if
filing of this document is refused is Mark Massa, 7435 East Peakview Avenue,
Englewood, Colorado 80111.