ARTICLES OF AMENDMENT


                                BEXIL CORPORATION
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a Maryland corporation hereby certifies to the State Department of Assessments
and Taxation of Maryland that:

     The charter of the corporation is hereby amended as follows:

     Article VI, Section 1 shall be deleted and a new Article VI, Section 1
     shall be inserted as follows:

          (1) The number of directors of the Corporation shall initially be nine
     (9), which number may be increased or decreased by or pursuant to the
     By-Laws of the Corporation but shall never be less than three nor more than
     fifteen.

          The directors shall be divided into three classes, designated Class I,
     Class II, and Class III. Upon approval of this Article VI(1) by
     stockholders, Class I directors shall be elected for an initial term of one
     year, Class II directors for an initial term of two years, and Class III
     directors for an initial term of three years. Upon the expiration of the
     initial term of each class, such succeeding class of directors shall be
     elected for a three-year term. A director elected at an annual meeting
     shall hold office until the annual meeting for the year in which his term
     expires and until his successor shall be elected and shall qualify,
     subject, however, to prior death, resignation, retirement, disqualification
     or removal from office. If the number of directors is changed, any increase
     or decrease shall be apportioned among the classes, as of the annual
     meeting of stockholders next succeeding any such change, so as to maintain
     a number of directors in each class as nearly equal as possible. In no case
     shall a decrease in the number of directors shorten the term of any
     incumbent director.

          Any vacancy on the Board of Directors that results from an increase in
     the number of directors may be filled by a majority of the entire Board of
     Directors, provided that a quorum is present, and any other vacancy
     occurring in the Board of Directors may be filled by a majority of the
     directors then in office, whether or not sufficient to constitute a quorum,
     or by a sole remaining director; provided, however, that if the
     stockholders of any class of the Corporation's capital stock are entitled
     separately to elect one or more directors, a majority of the remaining
     directors elected by that class or the sole remaining director elected by
     that class may fill any vacancy among the number of directors elected by
     that class. A director elected by the Board of Directors to fill any
     vacancy in the Board of Directors shall serve until the next annual meeting
     of stockholders and until his successor shall be elected and shall qualify,
     subject, however, to prior death, resignation, retirement, disqualification
     or removal from office. At any annual meeting of stockholders, any director
     elected to fill any vacancy in the Board of Directors that has arisen since
     the preceding annual meeting of stockholders (whether or not any such
     vacancy has been filled by election of a new director by the Board of
     Directors) shall hold office for a term which coincides with the remaining
     term of the class to which such directorship was previously assigned, if
     such vacancy arose other than by an increase in the number of directors,
     and until his successor shall be elected and shall qualify. In the event
     such vacancy arose due to an increase in the number of directors, any
     director so elected to fill such vacancy at an annual meeting shall hold
     office for a term which coincides with that of the class to which such
     directorship has been apportioned as heretofore provided, and until his
     successor shall be elected and shall qualify.

          A director may be removed for cause only, and not without cause, and
     only by action taken by the holders of at least eighty percent (80%) of the
     outstanding shares of all classes of voting stock then entitled to vote in
     an election of such director.

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     Articles VIII shall be amended to read as follows:

                   Article VIII Certain Votes of Stockholders

     (1)(a) Except as otherwise provided in these Articles of Incorporation and
     notwithstanding any other provision of the Maryland General Corporation Law
     to the contrary, any action submitted to a vote by stockholders requires
     the affirmative vote of at least eighty percent (80%) of the outstanding
     shares of all classes of voting stock, voting together, in person or by
     proxy at a meeting at which a quorum is present, unless such action is
     approved by the vote of a majority of the Board of Directors, in which case
     such action requires the lesser of (A) a majority of all the votes entitled
     to be cast on the matter with the shares of all classes of voting stock
     voting together, or (B) if such action may be taken or authorized by a
     lesser proportion of votes under applicable law, such lesser proportion.

     Article XII shall be deleted in its entirety.

     These amendments of the charter of the corporation have been approved per
Section 2-607(a)(1) of the Corporations and Associations Article and were

     advised by the board of directors and approved by the stockholders.
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     We the undersigned President and Secretary swear under penalties of perjury
that the foregoing is a corporate act.




/s/ Monica Pelaez                            /s/ Thomas B. Winmill
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Monica Pelaez, Secretary                     Thomas B. Winmill, President


Bexil Corporation
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11 Hanover Square, 12th Floor
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New York, NY 10005
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