Exhibit  3.2


                            CERTIFICATE  OF  AMENDMENT

                                     OF  THE

                            ARTICLES  OF  INCORPORATION

                                       OF

                              MAG  ENTERPRISES,  INC.

pursuant  to  Sections  16-10-54 and 16-10-55 of the Business Corporation Law of
the  State  of  Utah.

      The  undersigned,  being  the  President and Secretary of MAC Enterprises,
Inc.,  hereby  certify  that:

      a)  The  name  of  the  corporation  is  MAG  Enterprises,  Inc.

      b)  The  certificate, of incorporation of the corporation was filed by the
Secretary  of  State  on  July  30,  1980.

      c)  Article  "IV"  of the certificate of incorporation of the corporation,
which  deals  with authorized shares is hereby amended so as to allow the office
of  the  corporation to be located wherever the Board of Directors may from time
to time determine and to amend Article "8" so as to change the registered office
and  registered  agent  as such address. The new Articles shall read as follows:

(A)  Article  IV

      The aggregate number of shares which this Corporation shall have authority
to  issue  is  one  hundred  million  (100,000,000) shares of par value stock at
$.0001  per  share.  All  stock  of  the Corporation shall be of the same class,
common, and shall have the same rights and preferences. Fully paid stock of this
Corporation  shall  not  be  liable  to  any  further  call  or  assessment.

                                                             -continued-


                                       22
<PAGE>

(B)  Article  VIII

      The  principal  place  of business, of the corporation shall be located at
such place as the Board of Directors shall from time to time determine by formal
resolution  approved  by  a  majority  of said Board of Directors. The principal
place  of  business  at the present time is 21 Heusted Drive, Old Greenwich, Ct.
06870.

            d)  The  foregoing  amendments to the Articles of Incorporation were
adopted  at a Special Meeting of Shareholders of the Corporation held on May 26,
1983.

            e)  At  the  time  of  the  Meeting  there were 5,500,000 issued and
outstanding shares of Common Stock of the Corporation all of which were entitled
to  vote  on  all matters brought before the Special Meeting of Shareholders. No
class  of  shares  was  entitled  to  vote  out  any  motion  as  a  class.

            f)  There  were  3,048,500  votes  for the adoption of the foregoing
amendments  and  500,000  shares  against  adoption.

            g)  Although  the  amendments  do  not  provide  for  an  exchange
reclassification  or  cancellation  of  issued shares by their stated terms, the
effect  of  the amendment to Article IV will require the retirement of currently
held  certificates.  To  effectuate  this,  the  shareholders  also  adopted the
following  resolution  with the same numbers of votes being cast for and against
as  were  being  cast  for  and against as were cast for the motion to amend the
Articles  at  Incorporation:

            Resolved,  that  subsequent  to  the amendment to the Certificate of
Incorporation  changing  the  authorized capital stock from 50,000,000 shares of
$.001  par  value common stock to 100,000,000 shares of $.0001, par value common
stock,  the  Corporation  retire the 5,500,000 presently issued shares of common
stock  by  exchanging  such shares on a one to one basis for 5,500,000 shares of
$.000l  par  value  common  stock.

                                                               -continued-

            h)  The  changing  of  the  authorized capital stock from 50,000,000
shares  of  $.O1  par  value common stock 100,000,000 shares of $.000l par value
common stock results in a reduction of the stated capital value of the company's
common  stock  from  $500,000  to  $100,000  stated  capital  value.

            IN  WITNESS  WHEREOF  the  undersigned  have  hereunto  signed these
Articles  of  Amendment  this  11th  of  JULY,  1983.


                                               /s  /  John  T.  Lisesby
                                               -------------------------------
                                               John  T.  Lisesby  -  President


                                               /s  /  Donald  J.  Sheppard
                                               ------------------------------
                                               Donald  J.  Sheppard  - Secretary



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<PAGE>


                              VERIFICATION  OF  THE
                            CERTIFICATE  OF  AMENDMENT

STATE  OF  NEW  JERSEY   )
                         ss:
COUNTY  OF  ESSEX        )

                                                ,  being  duly sworn deposes and
says that he is the Secretary of MAG Enterprises, Inc.; the corporation named in
the  foregoing  certificate  of amendment; that he has read and signed the same;
and  that  the  statements  contained  hereto  are  true.


                                               /s  /  Donald  J.  Sheppard
                                               ------------------------------
                                               Donald  J.  Sheppard  - Secretary

Sworn  to  before  me  this
11th  day  of  July,  1983.


/s/  [ILLEGIBLE]
-----------------------------


                                 State  of  Utah
                             Department  of  Commerce
                  Division  of  Corporation  and  Commercial  Codes

      I hereby certify that the foregoing has been read and approved on the 10th
day  of  July,  1993  in  the  office  of  this  Division  and hereby leave this
Certificate  thereof.

Examiner  /s/  [ILLEGIBLE]  Date  9/10/93
         ---------------      -------
[SEAL]

/s/  KORLA  T.  WOODS
     Division  Director
     -----------------


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