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                                                                    EXHIBIT 3.2

            ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF
                           AMERICAN REALTY TRUST, INC.

                                setting forth the

       CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING
      OR OPTIONAL OR OTHER SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS
                             OR RESTRICTIONS THEREOF

                                       of

                 SERIES H CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                       of

                           AMERICAN REALTY TRUST, INC.

                     (Pursuant to Section 14-2-602(d) of the
                       Georgia Business Corporation Code)

                           --------------------------


     American Realty Trust, Inc., a corporation organized and existing under the
Georgia Business Corporation Code (hereinafter called the "Corporation"), hereby
certifies:

     THAT, pursuant to the authority conferred upon the board of directors (the
"Board of Directors") by the articles of incorporation, as amended ("Articles of
Incorporation") of the Corporation, and pursuant to Section 14-2-602(d) of the
Georgia Business Corporation Code (which Section provides that no shareholder
action is required in order to effect these articles of amendment), the Board of
Directors, at a meeting held on May 29, 1998, duly adopted certain recitals and
resolutions providing for the designations, preferences and relative
participating, optional or other special rights and qualifications, limitations
or other restrictions thereof, of a series of special stock of the Corporation,
specifically the Series H Cumulative Convertible Preferred Stock, which recitals
and resolutions are as follows:

     WHEREAS, Article Five of the Articles of Incorporation authorizes the
Corporation to issue not more than 100,000,000 shares of common voting stock,
$0.01 par value per share (the "Common Stock"), and 20,000,000 shares of a
special class of stock, $2.00 par value per share (the "Special Stock"), which
Special Stock may be issued from time to time in one or more series and shall be
designated as the Board of Directors may determine to have such voting powers,
preferences, limitations and relative rights with respect to the shares of each
series of the class of Special Stock



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of the Corporation as expressly provided in a resolution or resolutions
providing for the issuance of such series adopted by the Board of Directors
which is vested with the authority in respect thereof;

     WHEREAS, 16,681 shares of such Special Stock have been previously
designated as the Series C 10% Cumulative Preferred Stock prior to the date
hereof, all of which have been issued and are outstanding;

     WHEREAS, 91,000 shares of such Special Stock have been previously
designated as the Series D Cumulative Preferred Stock prior to the date hereof,
none of which has been issued or is outstanding;

     WHEREAS, 80,000 shares of such Special Stock have been previously
designated as the Series E Cumulative Convertible Preferred Stock prior to the
date hereof, none of which has been issued or is outstanding;

     WHEREAS, 7,500,000 shares of such Special Stock have been previously
designated as the Series F Cumulative Convertible Preferred Stock prior to the
date hereof, 2,800,000 shares of which have been issued and are outstanding;

     WHEREAS, 12,000 shares of such Special Stock have been previously
designated as the Series G Cumulative Convertible Preferred Stock prior to the
date hereof, 1,000 shares of which have been issued and are outstanding; and

     WHEREAS, the Board of Directors now desires to further amend the Articles
of Incorporation to designate an additional series of the Special Stock.

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to
the Board of Directors by Article Five of the Articles of Incorporation, the
Board of Directors hereby further amends the Articles of Incorporation to
provide for the issuance of a single series of Special Stock consisting of the
number of shares in such series as set forth below and, subject to the
provisions of Article Five of the Articles of Incorporation, hereby fixes and
determines with respect to such series the following designations, preferences
and relative participating, optional or other special rights, if any, and
qualifications, limitations and restrictions thereof:

1.   Designation and Amount. The shares of such series shall be designated as
     "Series H Cumulative Convertible Preferred Stock" (the "Series H Preferred
     Stock") and each share of the Series H Preferred Stock shall have a par
     value of $2.00 per share and a preference on liquidation as specified in
     Section 6 below. The number of shares constituting the Series H Preferred
     Stock shall be 231,750. Such number of shares may be increased or decreased
     by the Board of Directors by filing articles of amendment as provided in
     the Georgia Business Corporation Code; provided, however, that no increase
     shall be allowed without the express written consent of all of the holders
     of shares of Series H Preferred Stock then issued and outstanding, and that
     no decrease shall reduce the number of shares of Series H Preferred


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     Stock to a number less than the number of shares then outstanding plus the
     number of shares reserved for issuance upon the exercise of outstanding
     options, rights or warrants.

2.   Dividends and Distributions.

     (A)  The holders of shares of Series H Preferred Stock shall be entitled to
          receive, when, as, and if declared by the Board of Directors and to
          the extent permitted under the Georgia Business Corporation Code, out
          of funds legally available for the purpose and in preference to and
          with priority over dividends upon all Junior Securities, quarterly
          cumulative dividends payable in arrears in cash on the first day of
          each calendar quarter, unless such day is a Saturday, Sunday or
          holiday, in which case such dividends shall be payable on the next
          succeeding business day (each such date being referred to herein as a
          "Quarterly Dividend Payment Date"), commencing on the first Quarterly
          Dividend Payment Date after the first issuance of a share or fraction
          of a share of Series H Preferred Stock, in an amount per share
          (rounded to the next highest cent) equal to (i) 7% per annum during
          the period from issuance to June 30, 1999; (ii) 8% per annum during
          the period from July 1, 1999 to June 30, 2000; (iii) 9% per annum
          during the period from July 1, 2000 to June 30, 2001; and (iv) 10% per
          annum from July 1, 2001 and thereafter of the Adjusted Liquidation
          Value, as determined immediately prior to the beginning of such
          calendar quarter assuming each year consists of 360 days and each
          quarter consists of 90 days. The term "Adjusted Liquidation Value"
          shall mean Liquidation Value (as defined in Section 6) plus all
          accrued and unpaid dividends thereon through the applicable date.

     (B)  Dividends shall commence accruing cumulatively on outstanding shares
          of the Series H Preferred Stock from the date of issuance of such
          shares to and including the date on which the Redemption Price (as
          defined in Section 9(A) below) of such shares is paid, whether or not
          such dividends have been declared and whether or not there are
          profits, surplus or other funds of the Corporation legally available
          for the payment of such dividends. For purposes of this Section 2, the
          date on which the Corporation has issued any share of Series H
          Preferred Stock is its date of issuance, regardless of the number of
          times a transfer of such share is made on the stock records maintained
          by or for the Corporation and regardless of the number of certificates
          that may be issued to evidence such share (whether by reason of
          transfer of such share or for any other reason). Dividends paid on the
          shares of Series H Preferred Stock in an amount less than the total
          amount of dividends at the time accrued and payable on such shares
          shall be allocated among the holders of such shares in proportion to
          their respective Unpaid Accrual Amounts, where for this purpose the
          "Unpaid Accrual Amount" of a holder of shares of Series H Preferred
          Stock at any time equals the total of accrued unpaid dividends on all
          such shares held by such holder. The Board of Directors may fix a
          record date for the determination of holders of shares of Series H
          Preferred Stock entitled to receive payment of a dividend or
          distribution declared thereon other than



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          a quarterly dividend paid on the Quarterly Dividend Payment Date
          immediately after such dividend accrued; which record date shall be
          not more than 50 days prior to the date fixed for the payment thereof.

     (C)  So long as any shares of the Series H Preferred Stock are outstanding,
          the Corporation will not make, directly or indirectly, any
          distribution (as such term is defined in the Georgia Business
          Corporation Code) in respect of Junior Securities unless on the date
          specified for measuring distributions in Section 14-2-640(e) of the
          Georgia Business Corporation Code (i) all accrued dividends on the
          Series H Preferred Stock for all past quarterly dividend periods have
          been paid in full and the full amount of accrued dividends for the
          then current quarterly dividend period has been paid or declared and a
          sum sufficient for the payment thereof set apart and (ii) after giving
          effect to such distribution (a) the Corporation would not be rendered
          unable to pay its debts as they become due in the usual course of
          business and (b) the Corporation's total assets would not be less than
          the sum of its total liabilities plus the amount that would be needed,
          if the Corporation were to be dissolved at the time of the
          distribution, to satisfy the preferential rights upon dissolution of
          the holders of the Series H Preferred Stock as provided in these
          Articles of Amendment. Dividends shall not be paid (in full or in
          part) or declared and set apart for payment (in full or in part) on
          any series of Special Stock (including the Series H Preferred Stock)
          for any dividend period unless all dividends, in the case dividends
          are being paid in full on the Series H Preferred Stock, or a ratable
          portion of all dividends (i.e., so that the amount paid on each share
          of each series of Special Stock as a percentage of total accrued and
          unpaid dividends for all periods with respect to each such share is
          equal), in the case dividends are not being paid in full on the Series
          H Preferred Stock, have been or are, contemporaneously, paid and
          declared and set apart for payment on all outstanding series of
          Special Stock (including the Series H Preferred Stock) entitled
          thereto for each dividend period terminating on the same or earlier
          date. If at any time the Corporation pays less than the total amount
          of dividends then accrued with respect to the Series H Preferred
          Stock, such payment will be distributed ratably among the then holders
          of Series H Preferred Stock so that an equal amount is paid with
          respect to each outstanding share.

3.   Conversion Rights.

     (A)  The Series H Preferred Stock may be converted in such amounts and at
          such times as are set forth below, at the option of the holders
          thereof, in accordance with subsection (D) below at the Conversion
          Price (as defined in subsection (B) below) into fully paid and
          nonassessable Common Stock of the Corporation by dividing (i) the
          Adjusted Liquidation Value for such shares of Series H Preferred Stock
          as of the date of conversion by (ii) the Conversion Price; provided,
          however, that as to any shares of Series H Preferred Stock which shall
          have been called for redemption pursuant to Section 9, the right of
          conversion shall terminate upon receipt by the holder of the notice of
          redemption from the Corporation; and provided further, however, that
          on the



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          earlier of (a) the commencement of any liquidation, dissolution or
          winding up of the Corporation by the filing with the Secretary of
          State of the State of Georgia or with a federal bankruptcy court, (b)
          the adoption by the shareholders of the Corporation of any resolution
          authorizing the commencement thereof, (c) the dividends on the Series
          H Preferred Stock have not been declared in the amount of the dividend
          preference as of the first business day of any calendar quarter, or,
          if declared, have not been paid by the fifth business day of such
          quarter, or (d) the Corporation is acquired in a merger or similar
          transaction, the right of conversion shall be immediately accelerated
          for all shares of Series H Preferred Stock issued and then
          outstanding, irrespective of the conversion schedule set forth below.
          Notwithstanding anything to the contrary herein provided, the
          Corporation may elect to redeem the shares of Series H Preferred Stock
          sought to be converted, pursuant to Section 9 hereunder, instead of
          issuing shares of Common Stock in replacement thereof in accordance
          with the provisions of Section 3(D) below. Unless otherwise provided,
          the term "Business Day" shall mean any day other than a Saturday, a
          Sunday, or a day on which banking institutions in Dallas, Texas are
          authorized or obligated by law or executive order to remain closed.
          The Series H Preferred Stock may be converted in the following
          amounts, at any time on or after the respective dates (each, a
          "Conversion Date"): (i) 25,000 shares on or after December 31, 2000;
          (ii) 25,000 shares on or after June 30, 2002; (iii) 25,000 shares on
          or after June 30, 2003; (iv) 25,000 shares on or after December 31,
          2005; and (v) all remaining outstanding shares on or after December
          31, 2006. The number of shares of Series H Preferred Stock each holder
          thereof shall be entitled to convert on or after each Conversion Date
          shall be determined by (a) dividing the total number of shares of
          Series H Preferred Stock held by such holder on such Conversion Date
          by the total number of shares of Series H Preferred Stock outstanding
          on such Conversion Date, and (b) multiplying such amount obtained in
          (a) by the number of shares of Series H Preferred Stock convertible on
          or after such Conversion Date pursuant to the schedule set forth above
          less the total number of shares of Series H Preferred Stock previously
          converted pursuant to this paragraph 3(A).

     (B)  For purposes of this Section 3, the term "Conversion Price" shall be
          and mean the amount obtained (rounded upward to the next highest cent)
          by multiplying (i) 0.9 by (ii) the simple average of the daily closing
          price of the Common Stock for the twenty Business Days ending on the
          last Business Day of the calender week immediately preceding the date
          of conversion on the New York Stock Exchange or, if the shares of
          Common Stock are not then being traded on the New York Stock Exchange,
          then on the principal stock exchange (including, without limitation
          NASDAQ NMS or NASDAQ Small Cap) on which such Common Stock is then
          listed or admitted to trading as determined by the Corporation (the
          "Principal Stock Exchange") or, if the Common Stock is not then listed
          or admitted to trading on a Principal Stock Exchange, the average of
          the last reported closing bid and asked prices on such days in the



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          over-the-counter market or, if no such prices are available, the fair
          market value per share of the Common Stock, as determined by the Board
          of Directors of the Corporation in its sole discretion. The Conversion
          Price shall not be subject to any adjustment as a result of the
          issuance of any additional shares of Common Stock by the Corporation
          for any purpose, except for stock splits (whether accomplished by
          stock dividends or otherwise) or reverse stock splits occurring during
          the 20 Business Days referenced in the calculation of the Conversion
          Price. For purposes of calculating the Conversion Price, the term
          "Business Day" shall mean a day on which the exchange looked to for
          purposes of determining the Conversion Price is open for business or,
          if no such exchange, the term "Business Day" shall have the meaning
          given such term in Section 3(A) above.

     (C)  Upon any conversion, fractional shares of Common Stock shall not be
          issued but any fractions shall be adjusted by the delivery of one
          additional share of Common Stock in lieu of any cash. Any accrued but
          unpaid dividends shall be convertible into shares of Common Stock as
          provided for in this Section. The Corporation shall pay all issue
          taxes, if any, incurred in respect to the issuance of Common Stock on
          conversion, provided, however, that the Corporation shall not be
          required to pay any transfer or other taxes incurred by reason of the
          issuance of such Common Stock in names other than those in which the
          Series H Preferred Stock surrendered for conversion may stand.

     (D)  Any conversion of Series H Preferred Stock into Common Stock shall be
          made by the surrender to the Corporation, at the office of the
          Corporation set forth in Section 12 hereof or at the office of the
          transfer agent for such shares, of the certificate or certificates
          representing the Series H Preferred Stock to be converted, duly
          endorsed or assigned (unless such endorsement or assignment be waived
          by the Corporation), together with a written request for conversion.
          The Corporation shall either (i) issue, as of the date of receipt by
          the Corporation of such surrender, shares of Common Stock calculated
          as provided above and evidenced by a stock certificate delivered to
          the holder as soon as practicable after the date of such surrender or
          (ii) within two Business Days (unless otherwise provided, "Business
          Day" herein shall mean any day other than a Saturday, a Sunday or a
          day on which banking institutions in Dallas, Texas are authorized or
          obligated by law or executive order to remain closed) after the date
          of such surrender advise the holder of the Series H Preferred Stock
          that the Corporation is exercising its option to redeem the Series H
          Preferred Stock pursuant to Section 9, in which case the Corporation
          shall have thirty (30) days from the date of such surrender to pay to
          the holder cash in an amount equal to the Redemption Price for each
          share of Series H Preferred Stock so redeemed. The date of surrender
          of any Series H Preferred Stock shall be the date of receipt by the
          Corporation or its agent of such surrendered shares of Series H
          Preferred Stock.



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     (E)  A number of authorized shares of Common Stock sufficient to provide
          for the conversion of the Series H Preferred Stock outstanding upon
          the basis hereinbefore provided shall at all times be reserved for
          such conversion. If the Corporation shall propose to issue any
          securities or to make any change in its capital structure which would
          change the number of shares of Common Stock into which each share of
          Series H Preferred Stock shall be convertible as herein provided, the
          Corporation shall at the same time also make proper provision so that
          thereafter there shall be a sufficient number of shares of Common
          Stock authorized and reserved for conversion of the outstanding Series
          H Preferred Stock on the new basis.

     (F)  The term "Common Stock" shall mean stock of the class designated as
          Common Stock of the Corporation on the date the Series H Preferred
          Stock is created or stock of any class or classes resulting from any
          reclassification or reclassifications thereof, the right of which to
          share in distributions of both earnings and assets is without
          limitation in the Articles of Incorporation of the Corporation as to
          any fixed amount or percentage and which are not subject to
          redemption; provided, that if at any time there shall be more than one
          such resulting class, the shares of each such class then issuable on
          conversion of the Series H Preferred Stock shall be substantially in
          the proportion which the total number of shares of stock of each such
          class resulting from all such reclassifications bears to the total
          number of shares of stock of all such classes resulting from all such
          reclassifications.

     (G)  In case the Corporation shall propose at any time before all shares of
          the Series H Preferred Stock have been redeemed by or converted into
          Common Stock of the Corporation:

               (i) to pay any dividend on the Common Stock outstanding payable
          in Common Stock or to make any other distribution, other than cash
          dividends to the holders of the Common Stock outstanding; or

               (ii) to offer for subscription to the holders of the Common Stock
          outstanding any additional shares of any class or any other rights or
          option; or

               (iii) to effect any re-classification or recapitalization of the
          Common Stock outstanding involving a change in the Common Stock, other
          than a subdivision or combination of the Common Stock outstanding; or

               (iv) to merge or consolidate with or into any other corporation
          (unless the Corporation is the surviving entity and holders of Common
          Stock continue to hold such Common Stock without modification and
          without receipt of any additional consideration), or to sell, lease,
          or convey all or substantially all its property or business, or to
          liquidate, dissolve or wind up;



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     then, in each such case, the Corporation shall mail to the holders of
     record of each of the shares of Series H Preferred Stock at their last
     known addresses as shown by the Corporation's records a statement, signed
     by an officer of the Corporation, with respect to the proposed action, such
     statement to be so mailed at least thirty (30) days prior to the date of
     the taking of such action or the record date for holders of the Common
     Stock for the purposes thereof, whichever is earlier. If such statement
     relates to any proposed action referred to in clauses (iii) or (iv) of this
     subsection (G), it shall set forth such facts with respect thereto as shall
     reasonably be necessary to inform the holders of the Series H Preferred
     Stock as to the effect of such action upon the conversion rights of such
     holders.

4.   Voting Rights and Powers. The holders of shares of Series H Preferred Stock
     shall have only the following voting rights:

     (A)  Except as may otherwise be specifically required by law under Section
          14-2-1004 of the Georgia Business Corporation Code or otherwise
          provided herein, the holders of the shares of Series H Preferred Stock
          shall not have the right to vote such stock, directly or indirectly,
          at any meeting of the shareholders of the Corporation, and such shares
          of stock shall not be counted in determining the total number of
          outstanding shares to constitute a quorum at any meeting of
          shareholders;

     (B)  In the event that, under the circumstances, the holders of the Series
          H Preferred Stock are required by law to vote upon any matter, the
          approval of such series shall be deemed to have been obtained only
          upon the affirmative vote of the holders of a majority of the shares
          of the Series H Preferred Stock then outstanding;

     (C)  Except as set forth herein, or as otherwise provided by the Articles
          of Incorporation or by law, holders of the Series H Preferred Stock
          shall have no special voting rights and their consent shall not be
          required for the taking of any corporate action.

5.   Reacquired Shares. Any shares of Series H Preferred Stock purchased or
     otherwise acquired by the Corporation in any manner whatsoever or
     surrendered for conversion hereunder shall no longer be deemed to be
     outstanding and all rights with respect to such shares of stock, including
     the right, if any, to receive notices and to vote, shall forthwith cease
     except, in the case of stock surrendered for conversion hereunder, rights
     of the holders thereof to receive Common Stock in exchange therefor. All
     shares of Series H Preferred Stock obtained by the Corporation shall be
     retired and canceled promptly after the acquisition thereof. All such
     shares shall upon their cancellation become authorized but unissued shares
     of Special Stock and may be reissued as part of a new series of Special
     Stock subject to the conditions and restrictions on issuance set forth
     herein, in the Articles of Incorporation, or in any other Certificates of
     Designations creating a series of Special Stock or any similar stock or as
     otherwise required by law.



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6.   Liquidation, Dissolution or Winding Up. The Liquidation Value of the Series
     H Preferred Stock shall be $100.00 per share. Upon any liquidation,
     dissolution or winding up of the Corporation, and after paying and
     providing for the payment of all creditors of the Corporation, the holders
     of shares of the Series H Preferred Stock then outstanding shall be
     entitled, before any distribution or payment is made upon any Junior
     Securities (defined to be and mean the Common Stock and any other equity
     security of any kind which the Corporation at any time has issued, issues
     or is authorized to issue if the Series H Preferred Stock has priority over
     such securities as to dividends or upon liquidation, dissolution or winding
     up), to receive a liquidation preference in an amount in cash equal to the
     Adjusted Liquidation Value as of the date of such payment, whether such
     liquidation is voluntary or involuntary, and the holders of the Series H
     Preferred Stock shall not be entitled to any other or further distributions
     of the assets. If, upon any liquidation, dissolution or winding up of the
     affairs of the Corporation, the net assets available for distribution shall
     be insufficient to permit payment to the holders of all outstanding shares
     of all series of Special Stock of the amount to which they respectively
     shall be entitled, then the assets of the Corporation to be distributed to
     such holders will be distributed ratably among them based upon the amounts
     payable on the shares of each such series of Special Stock in the event of
     voluntary or involuntary liquidation, dissolution or winding up, as the
     case may be, in proportion to the full preferential amounts, together with
     any and all arrearages to which they are respectively entitled. Upon any
     such liquidation, dissolution or winding up of the Corporation, after the
     holders of Special Stock have been paid in full the amounts to which they
     are entitled, the remaining assets of the Corporation may be distributed to
     holders of Junior Securities, including Common Stock, of the Corporation.
     The Corporation will mail written notice of such liquidation, dissolution
     or winding up, not less than twenty (20) nor more than fifty (50) days
     prior to the payment date stated therein to each record holder of Series H
     Preferred Stock. Neither the consolidation nor merger of the Corporation
     into or with any other corporation or corporations, nor the sale or
     transfer by the Corporation of less than all or substantially all of its
     assets, nor a reduction in the capital stock of the Corporation, nor the
     purchase or redemption by the Corporation of any shares of its Special
     Stock or Common Stock or any other class of its stock will be deemed to be
     a liquidation, dissolution or winding up of the Corporation within the
     meaning of this Section 6.

7.   Ranking. Except as provided in the following sentence, the Series H
     Preferred Stock shall rank on a parity as to dividends and upon
     liquidation, dissolution or winding up with all other shares of Special
     Stock issued by the Corporation. The Corporation shall not issue any shares
     of Special Stock of any series which are superior to the Series H Preferred
     Stock as to dividends or rights upon liquidation, dissolution or winding up
     of the Corporation as long as any shares of the Series H Preferred Stock
     are issued and outstanding, without the prior written consent of the
     holders of a majority of such shares of Series H Preferred Stock then
     outstanding voting separately as a class.

8.   Redemption at the Option of the Holder. The shares of Series H Preferred
     Stock shall not be redeemable at the option of a holder of Series H
     Preferred Stock.



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9.   Redemption at the Option of the Corporation.

     (A)  In addition to the redemption right of the Corporation set forth in
          Section 3(A) above, the Corporation shall have the right to redeem all
          or a portion of the Series H Preferred Stock issued and outstanding at
          any time after January 1, 1999 and from time to time, at its option,
          for cash. The redemption price of the Series H Preferred Stock
          pursuant to this Section 9 shall be an amount per share equal to the
          sum of (i) (a) 105% of Liquidation Value during the period from
          issuance through December 31, 1999; (b) 104% of Liquidation Value
          during the period from January 1, 2000 through December 31, 2000; (c)
          103% of the Liquidation Value during the period from January 1, 2001
          through December 31, 2001; (d) 102% of Liquidation Value during the
          period from January 1, 2002 through December 31, 2002; (e) 101% of
          Liquidation Value during the period from January 1, 2003 through
          December 31, 2003; and (f) 100% of Liquidation Value from January 1,
          2004 and thereafter, and (ii) all accrued and unpaid dividends thereon
          through the date of such redemption (the "Redemption Price").

     (B)  The Corporation may redeem all or a portion of any holder's shares of
          Series H Preferred Stock by giving such holder not less than twenty
          (20) days nor more than thirty (30) days notice thereof prior to the
          date on which the Corporation desires such shares to be redeemed,
          which date shall be a Business Day (the "Redemption Date"). Such
          notice shall be written and shall be hand delivered or mailed, postage
          prepaid, to the holder (the "Redemption Notice"). If mailed, such
          notice shall be deemed to be delivered when deposited in the United
          States Mail, postage prepaid, addressed to the holder of shares of
          Series H Preferred Stock at his address as it appears on the stock
          transfer records of the Corporation. The right of the Corporation to
          redeem shares of Series H Preferred Stock shall remain effective
          notwithstanding prior receipt by the Corporation of notice by any
          holder of Series H Preferred Stock of such holder's intent to convert
          shares of Series H Preferred Stock in accordance with Section 3 above,
          provided that the Redemption Notice is given on or prior to the second
          Business Day following the date of surrender of shares made to convert
          said shares to Common Stock. The Redemption Notice shall state (i) the
          total number of shares of Series H Preferred Stock held by such
          holder; (ii) the total number of shares of the holder's Series H
          Preferred Stock that the Corporation intends to redeem; (iii) the
          Redemption Date and the Redemption Price; and (iv) the place at which
          the holder(s) may obtain payment of the applicable Redemption Price
          upon surrender of the share certificate(s).



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<PAGE>   11

     (C)  If fewer than all shares of the Series H Preferred Stock at any time
          outstanding shall be called for redemption, such shares shall be
          redeemed pro rata, by lot drawn or other manner deemed fair in the
          sole discretion of the Board of Directors to redeem one or more such
          shares without redeeming all such shares of Series H Preferred Stock.
          If a Redemption Notice shall have been so mailed, at least two
          Business Days prior to the Redemption Date the Corporation shall
          provide for payment of a sum sufficient to redeem the applicable
          number of shares of Series H Preferred Stock subject to redemption
          either by (i) setting aside the sum required to be paid as the
          Redemption Price by the Corporation, separate and apart from its other
          funds, in trust for the account of the holder(s) of the shares of
          Series H Preferred Stock to be redeemed or (ii) depositing such sum in
          a bank or trust company (either located in the state where the
          principal executive office of the Corporation is maintained, such bank
          or trust company having a combined surplus of at least $20,000,000
          according to its latest statement of condition, or such other bank or
          trust company as may be permitted by the Articles of Incorporation, or
          by law) as a trust fund, with irrevocable instructions and authority
          to the bank or trust company to give or complete the notice of
          redemption and to pay, on or after the Redemption Date, the applicable
          Redemption Price on surrender of certificates evidencing the share(s)
          of Series H Preferred Stock so called for redemption and, in either
          event, from and after the Redemption Date (a) the share(s) of Series H
          Preferred Stock shall be deemed to be redeemed, (b) such setting aside
          or deposit shall be deemed to constitute full payment for such
          shares(s), (c) such share(s) so redeemed shall no longer be deemed to
          be outstanding, (d) the holder(s) thereof shall cease to be a
          shareholder of the Corporation with respect to such share(s), and (e)
          such holder(s) shall have no rights with respect thereto except the
          right to receive the Redemption Price for the applicable shares. Any
          interest on the funds so deposited shall be paid to the Corporation.
          Any and all such redemption deposits shall be irrevocable except to
          the following extent: any funds so deposited which shall not be
          required for the redemption of any shares of Series H Preferred Stock
          because of any prior sale or purchase by the Corporation other than
          through the redemption process, subsequent to the date of deposit but
          prior to the Redemption Date, shall be repaid to the Corporation
          forthwith and any balance of the funds so deposited and unclaimed by
          the holder(s) of any shares of Series H Preferred Stock entitled
          thereto at the expiration of one calendar year from the Redemption
          Date shall be repaid to the Corporation upon its request or demand
          therefor, and after any such repayment of the holder(s) of the
          share(s) so called for redemption shall look only to the Corporation
          for payment of the Redemption Price thereof. All shares of Series H
          Preferred Stock redeemed shall be canceled and retired and no shares
          shall be issued in place thereof, but such shares shall be restored to
          the status of authorized but unissued shares of Special Stock.



                                      -11-
<PAGE>   12


     (D)  Holders whose shares have been redeemed hereunder shall surrender the
          certificate or certificates representing such shares, duly endorsed or
          assigned (unless such endorsement or assignment be waived by the
          Corporation), to the Corporation by mail, courier or personal delivery
          at the Corporation's principal executive office or other location so
          designated in the Redemption Notice, and upon the Redemption Date the
          Redemption Price shall be payable to the order of the person whose
          name appears on such certificate or certificates as the owner thereof,
          and each surrendered certificate shall be canceled and retired. In the
          event fewer than all of the shares represented by such certificates
          are redeemed, a new certificate shall be issued representing the
          unredeemed shares.

10.  Sinking Fund. The Corporation shall not be required to maintain any
     so-called "sinking fund" for the retirement on any basis of the Series H
     Preferred Stock.

11.  Fractional Shares. The Series H Preferred Stock may be issued in fractions
     of a share which shall entitle the holder, in proportion to such holder's
     fractional shares, to exercise voting rights, receive dividends,
     participate in distributions and to have the benefit of all other rights of
     holders of shares of Series H Preferred Stock.

12.  Notice. Any notice or request made to the Corporation in connection with
     the Series H Preferred Stock shall be given, and shall conclusively be
     deemed to have been given and received three Business Days following
     deposit thereof in writing, in the U.S. mails, certified mail, return
     receipt requested, duly stamped and addressed to the Corporation, to the
     attention of its General Counsel, at its principal executive offices (which
     shall be deemed to be the address most recently provided to the Securities
     and Exchange Commission ("SEC") as its principal executive offices for so
     long as the Corporation is required to file reports with the SEC).



                                      -12-

<PAGE>   13

     IN WITNESS WHEREOF, these Articles of Amendment are executed on behalf of
the Corporation by its President and attested by its Secretary as of the 24th
day of June, 1998.



                                                    /s/ Karl L. Blaha
                                                    -----------------
                                                    Karl L. Blaha
                                                    President

Attest:


/s/ Robert A. Waldman
---------------------
Robert A. Waldman
Secretary



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