Exhibit 3.1(a)
                              Articles of Amendment
                                       of
                        Diversified Senior Services, Inc.


     The undersigned Corporation hereby submits these Articles of Amendment for
the purpose of Amending its Articles of Incorporation to fix the preferences,
limitations, and relative rights of a series of its shares:

     A. The name of the corporation is Diversified Senior Services, Inc.

     B. The following Amendment to the Articles of Incorporation of the
Corporation was duly adopted by the Board of Directors of the Corporation on the
23rd day of September, 1997;

                   The Corporation shall have the authority to issue a series of
                   preferred shares out of the 100,000,000 shares of preferred
                   stock authorized, which series shall consist of 200,000
                   shares, each of which shall have no par value per share, and
                   which shall be designated as Series A Preferred Stock. A
                   description of the powers, preferences and rights, and the
                   qualifications, limitations and restrictions of the Series A
                   Preferred Stock are as follows:

                  1.       VOTING RIGHTS.  The Series A Preferred Stock
                           shall be without voting  rights except as
                           specifically required by law.

                  2.       DIVIDENDS. The holders of the Series A Preferred
                           Stock shall be entitled to participate in dividends
                           on the same basis as holders of common stock;
                           provided, however, the payment of dividends to the
                           Series A Preferred Stock shall be subordinate to the
                           rights of the holders of Common Stock to receive any
                           dividend.

                  3.       LIQUIDATION. Upon any liquidation, dissolution or
                           winding up of the Corporation, whether voluntary or
                           involuntary, liquidation of the assets of the
                           Corporation shall be accomplished
                           as follows:

                           (a)      In the event of any liquidation, dissolution
                                    or winding up of the  Corporation, the
                                    holders of Common Stock shall be entitled to
                                     receive, on a pro rata basis, and in
                                    preference to any distribution of any of the
                                    assets or surplus funds of the Corporation
                                    to the holders of the Series A Preferred
                                    Stock, an amount (the "Common Stock
                                    Preference Payment") equal to the sum of
                                    $10.00 per share of Common Stock (subject to
                                    appropriate adjustment for stock splits,
                                    stock combinations, stock dividends,
                                    reclassifications and similar events
                                    affecting the Common Stock). After payment
                                    of the Common Stock Preferred Payment,
                                    holders of Series A Preferred Stock shall be
                                    entitled to receive an amount equal to $5.00
                                    per share of Series A Preferred Stock owned.

                                    (b)Upon any liquidation, dissolution or
                                    winding up of the Corporation, if the assets
                                    of the Corporation available for
                                    distribution to its shareholders shall be
                                    insufficient to permit the payment in full
                                    of the Common Stock Preference Payment, then
                                    the assets available for distribution shall
                                    be distributed among the holders of all
                                    Common Stock ratably in proportion to the
                                    number of shares of such Common Stock held
                                    by each of them, and no distribution shall
                                    be made to the holders of Series A Preferred
                                     Stock.

                                    (c) In the event the distribution provided
                                    for by this Paragraph 3 is made to the
                                    holders of Series A Preferred Stock upon any
                                    liquidation, dissolution or winding up of
                                    the Corporation, the Series A Preferred
                                    Stock shall be retired and cancelled and the
                                    holders thereof shall cease to have any
                                    continuing interest in the Corporation in
                                    their capacity as holders of Series A
                                    Preferred Stock.

                  4.       CONVERSION.  Each share of Series A Preferred
                           Stock shall be convertible  into such number of
                           fully paid and nonassessable shares of Common
                           Stock  as is determined by dividing the
                           Conversion Value (as hereinafter defined) by the
                           Conversion Price (as hereinafter defined) in
                           effect at the time of the  Conversion. The
                           Conversion Value shall equal at any time the
                           product  obtained by multiplying the number of
                           shares of Series A Preferred Stock to be
                           converted by $5.00 (to be adjusted
                           proportionately in the event of any stock
                           dividend, stock split, combination or similar
                           event affecting the Series A Preferred Stock).
                           The Conversion Price shall be $6.00 per share  of
                           Series A Preferred Stock.  The holders of Series
                           A Preferred Stock shall be entitled to convert
                           their shares of Series A Preferred Stock into the
                            Corporation's Common Stock at any time upon notice
                           to the Corporation of the intent to convert; provided
                           however that in no event shall such conversion take
                           place within two years of the issue date of such
                           Series A Preferred Stock.

                           No fractional shares of Common Stock shall be issued
                           upon conversion of the Series A Preferred Stock. In
                           lieu of any fractional shares to which the holder
                           would otherwise be entitled, the Corporation shall
                           pay cash equal to such fraction multiplied by the
                           fair market value of one share of Common stock at the
                           time of conversion (which in the case of a public
                           offering, shall be equal to the price to the public
                           in such offering). Before any holder of Series A
                           Preferred Stock shall be entitled to convert the same
                           into shares of Common Stock, such holder shall
                           surrender the certificate or certificates therefor,
                           duly endorsed, at the office of the Corporation or of
                           any transfer agent of such Series A Preferred Stock
                           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 such conversion shall be deemed to have
                           been made immediately prior to the close of business
                           on the date of such surrender of the shares of Series
                           A Preferred Stock to be converted.

     5. REDEMPTION. The Series A Preferred Stock shall not be subject to
redemption at the election of the holders of such stock.

This the 30th day of September, 1998.


                                         DIVERSIFIED SENIOR SERVICES, INC.


                                         By: /s/ Susan L. Christiansen
                                             Title: President