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                     ARTICLES OF AMENDMENT
                               OF
                   ARTICLES OF INCORPORATION
                               OF
              INTERNATIONAL NURSING SERVICES, INC.



     INTERNATIONAL   NURSING  SERVICES,   INC.,   a   corporation
organized  under the laws of the State of Colorado, by  its  duly
authorized officer does hereby certify:

     1.    The  name of the Corporation is INTERNATIONAL  NURSING
SERVICES, INC.

     2.    The  Board of Directors of the Corporation has adopted
by  unanimous  written  consent in  lieu  of  meeting,  effective
January  2, 1997, the amendment to the Corporation's Articles  of
Incorporation  contained herein, which amendment sets  forth  the
text  of  a  determination  by the board  of   directors  of  the
designations, preferences, limitations and relative rights  of  a
series  of  Preferred  Stock  and which  amendment  is  effective
without  shareholder action as provided in Section  7-106-102  of
the Colorado Business Corporation Act.

     3.    Article  IV  of the Articles of Incorporation  of  the
Corporation is hereby amended by the addition of a new Section  7
thereto, to read in its entirety as follows:

     "Section 7.  1997 Convertible Preferred Stock.

     II.  Designation and Amount.

     300  shares of the authorized shares of Preferred  Stock  of
the  Company  are  hereby designated "1997 Convertible  Preferred
Stock"  (the  "1997  Preferred  Stock").   All  shares  of   1997
Preferred Stock shall rank prior, as to both payment of dividends
and   as  to  distribution  of  assets  upon  the  voluntary   or
involuntary liquidation, dissolution or winding up of the Company
to all of the Company's now or hereafter issued common stock (the
"Common  Stock"), and any other series of capital  stock  of  the
Company,  other  than  the Company's 1996  Convertible  Preferred
Stock,  that is not, by its terms, senior to or pari  passu  with
the  1997  Preferred Stock, and shall rank junior in all respects
to the Company's 1996 Convertible Preferred Stock.

     III. Dividends.

     (1)  Except as specifically described herein, the registered
owners  of  the  1997 Preferred Stock shall not  be  entitled  to
receive  any  dividends.  If a registration statement  under  the
Securities  Act  of 1933 (the "Act") registering  the  shares  of
Common  Stock of the Company into which the 1997 Preferred  Stock
is convertible is not declared effective within 90 days after the
first  date  of  issuance of 1997 Preferred Stock (the  "Required
Effective Date") or if any such registration statement ceases  to
be  effective at any time prior to the third anniversary  of  the
date   on   which  such  registration  statement  first   becomes
effective,  the  registered owners of the  1997  Preferred  Stock
shall be entitled to receive out of assets of the Company legally
available  therefor, dividends for any period, if any,  following
the  Required  Effective  Date  during  which  such  registration
statement is not effective at the rate of 18% per annum for  each
day  during  which such registration statement is not  effective.
Dividends  shall  accrue without interest and be  cumulative  and
shall  be  payable  to the registered owners of 1997  Convertible
Preferred  Stock  out of assets of the Company legally  available
therefore,  quarterly in arrears on the last day of  each  fiscal
quarter   of   the  Company.  Dividends  shall  be   payable   to
shareholders of record on the fifteenth day immediately preceding
such dividend payment date, or if such day is not a business day,
on the immediately preceding business day.

     (2)   So  long  as  any  share of 1997  Preferred  Stock  is
outstanding,  the  Company  shall not  (a)  declare  or  pay  any
dividend  or  make any other distribution (other  than  dividends
payable  solely  in Common Stock or other capital  stock  ranking
junior as to dividend rights to the 1997 Preferred Stock) on  the
Common Stock or any other class or series of capital stock of the
Company  ranking, as to dividends, junior to the  1997  Preferred
Stock,  or  set funds aside therefor, or (b) purchase, redeem  or
otherwise acquire, any of the Common Stock, or any other class of
capital  stock of the Company ranking junior as to  dividends  to
the 1997 Preferred Stock (other than in exchange for Common Stock
or other class of capital stock ranking junior as to dividends to
the 1997 Preferred Stock) or set funds aside therefor.

     (3)  If at any time any dividend on any capital stock of the
Company  ranking  senior as to dividends to  the  1997  Preferred
Stock ("Senior Dividend Stock") shall be in default, in whole  or
in part, then no dividend shall be paid or declared and set apart
for  payment  on the 1997 Preferred Stock unless  and  until  all
accrued  and unpaid dividends with respect to the Senior Dividend
Stock shall have been paid or declared and set apart for payment.
No  dividends shall be paid or declared and set apart for payment
on  the 1997 Preferred Stock or on any capital stock ranking pari
passu  with the 1997 Preferred Stock in the payment of  dividends
(the  "Parity Dividend Stock") for any period unless a  pro  rata
dividend has been, or contemporaneously is, paid or declared  and
set  apart for payment on the Parity Dividend Stock or  the  1997
Preferred  Stock,  as  the case may be, so  that  the  amount  of
dividends paid or declared and set aside for payment per share on
the  1997 Preferred Stock and the Parity Dividend Stock shall  in
all  cases  bear  to each other the same ratio that  accrued  and
unpaid  dividend per share on the shares of 1997 Preferred  Stock
and the Parity Dividend Stock bear to each other.

     (4)   Subject  to the foregoing provisions, the  holders  of
Common  Stock, the Parity Dividend Stock and each other class  of
capital  stock of the Company which is junior as to dividends  to
the  1997  Preferred Stock shall be entitled to receive,  as  and
when  declared  by  the Board of Directors out of  the  remaining
assets  of the Company legally available therefor, such dividends
(payable  in cash, capital shares or otherwise) as the  Board  of
Directors may from time to time determine.

     (5)   Any  reference  to "distribution"  contained  in  this
Section  II shall not be deemed to include any distribution  made
in connection with any liquidation, dissolution, or winding up of
the Company.

     IV.  Liquidation.

     (1)  In the event of any liquidation, dissolution or winding
up  of the Company, whether voluntary or involuntary, then out of
the  assets of the Company before any distribution or payment  to
the  holders  of the Common Stock or any other class  of  capital
stock of the Company ranking junior as to liquidation preferences
to  the  1997  Preferred  Stock, but after  distribution  to  and
subject  to the rights of holders of capital stock of the Company
ranking  senior as to liquidation rights to the Preferred  Stock,
the  holders  of  the  1997 Preferred Stock  shall  be  paid  the
Liquidation  Value of the 1997 Preferred Stock  then  outstanding
and the holders of the 1997 Preferred Stock shall be entitled  to
no other or further distribution.

     (2)  The Liquidation Value of the 1997 Preferred Stock shall
be  $10,000 per share plus the amount of any dividends which have
accrued  thereon  to the close of business on the  date  of  such
liquidation, dissolution or winding up and remain unpaid, whether
or not such dividends have been earned or declared.

     (3)  After payment in full to the holders of (a) any capital
stock  ranking  senior  as  to liquidation  rights  to  the  1997
Preferred  Stock, (b) the 1997 Preferred Stock and (c) any  class
of   stock  hereafter  issued  that  ranks  on  a  parity  as  to
liquidation  rights with the 1997 Preferred Stock,  of  the  sums
which  such  holders are entitled to receive in  such  case,  the
remaining  assets of the Company shall be distributed  among  and
paid  to  the holders of the Common Stock and any other class  of
capital stock of the Company ranking junior to the 1997 Preferred
Stock.

     (4)  If the assets of the Company available for distribution
to  its  shareholders shall be insufficient to permit payment  in
full  to  the holders of the 1997 Preferred Stock and  all  other
series  of  preferred shares ranking equally  as  to  liquidation
preferences  with  the 1997 Preferred Stock of  sums  which  such
holders are entitled to receive, then all of the assets available
for  distribution to such holders shall be distributed among  and
paid  to  such  holders ratably in proportion to  the  respective
amounts  that  would  be payable per share if  such  assets  were
sufficient to permit payment in full.

     (5)   The  consolidation or merger of the Company  with  any
other   corporation  or  corporations  or  a  sale  of   all   or
substantially  all  of  the assets of the Company  shall  not  be
deemed  a  liquidation, dissolution or winding up of the  Company
within the meaning of this Section III.

     V.   Redemption.

     (1)   If  on  the  second anniversary of  the  date  of  the
issuance of any shares of 1997 Preferred Stock (a) a registration
statement  under  the  Act registering the Common  Stock  of  the
Company into which the 1997 Preferred Stock is convertible is not
effective  or  (b) the Common Stock of the Company  is  not  then
traded  on  a  national  securities  exchange  (including  Nasdaq
National Market, the Nasdaq Small Cap Market, the New York  Stock
Exchange or the American Stock Exchange, but excluding the Nasdaq
Bulletin  Board or other Nasdaq listings), the Company shall,  at
the  written election of the holder of any outstanding shares  of
1997  Preferred  Stock received on or before the 30th  day  after
such  second  anniversary, redeem such shares of  1997  Preferred
Stock  at  the  redemption price per share of  $10,000  plus  any
accrued and unpaid dividends thereon, whether or not declared, to
the date of redemption.
     
     (2)   The  redemption price for any shares of 1997 Preferred
Stock  to be redeemed hereunder shall be payable in cash, out  of
funds  legally available therefore, as soon as practicable  after
timely   receipt  of  the  written  redemption  election   notice
referrenced  in  the  immediately preceding parargraph.   If  the
Company  has  insufficient funds legally  available  to  pay  the
redemption  price  of all of the shares of 1997  Preferred  Stock
tendered for redemption, the Company shall redeem as many  shares
as  it  has funds legally available therefore pro rata among  the
shareholders  tendering 1997 Preferred Stock for  redemption  and
shall  continue  to be obligated to redeem the  remaining  shares
tendered  for  redemption  when  and  as  funds  become   legally
available  therefore,  subject to  the  right  of  any  tendering
shareholder  to  withdraw  its  election  to  have  such   shares
redeemed.   Any  election to have any shares  of  1997  Preferred
Stock  redeemed  pursuant hereto shall be  accompanied  with  the
certificates   representing  the  shares   being   tendered   for
redemption.

     VI.  Voting Rights.

     The holders of the 1997 Preferred Stock shall have no voting
rights except as required by law.

     VII. Conversion; Anti-dilution Provisions.

     (1)   Subject  to  the provisions of this Section  VI,  each
share  of 1997 Preferred Stock may be converted at the option  of
the holder thereof at any time after issuance thereof through and
including  the  third  anniversary of the issuance  thereof  into
fully  paid  and  non-assessable shares of Common  Stock  of  the
Company,  in  the  manner  and  upon  the  terms  and  conditions
hereinafter  set forth in paragraphs (2) and (3) of this  Section
VI.

     (2)   The  holder of each share of 1997 Preferred Stock  may
convert  such  share of 1997 Preferred Stock into the  number  of
shares  of Common Stock determined by dividing $10,000, plus  any
accrued  but  unpaid dividends on such share  of  1997  Preferred
Stock,  by the lesser of (i) $1.00 or (ii) 75% of the average  of
the  closing  bid price of one share of Common Stock  during  the
five   trading  days  immediately  prior  to  the  date  of  such
conversion  as  determined pursuant to  subsection  (3)  of  this
Section IV.

     (3)   In  order  to  convert the 1997 Preferred  Stock  into
Common Stock, the holder thereof shall surrender at the principal
office  of  the Company (or at such other place as the  Board  of
Directors of the Corporation shall have reasonably designated for
the  purpose)  the  certificate or  certificates  for  such  1997
Preferred  Stock  properly  endorsed in  blank  for  transfer  or
accompanied  by a proper instrument of assignment or transfer  in
blank, together with a written request for conversion stating the
name  or  names  in which such holder wishes the  certificate  or
certificates  for  such Common Stock to be  issued  and,  if  the
certificate or certificates are to be issued in a name  or  names
other  than such holder, payment by such holder of all applicable
transfer  taxes.   The  Company shall,  as  soon  as  practicable
thereafter,  issue and deliver to such holder, or to the  nominee
or nominees of such holder, a certificate or certificates for the
number  of shares of Common Stock to which such holder  shall  be
entitled as aforesaid.  The 1997 Preferred Stock shall be  deemed
to be converted, and the person or persons in whose name or names
any  certificate  or  certificates  for  Common  Stock  shall  be
issuable upon such conversion shall be deemed to have become  for
all  purposes a holder or holders of record of such Common Stock,
at  the  close  of  business on the date upon which  the  Company
receives the written request for conversion covering such  shares
(which  may be delivered by facsimile transmission).  The Company
will  pay  all  issue taxes, if any, incurred upon the  issue  of
common  Stock  upon  conversion  of  the  1997  Preferred  Stock,
provided  that  the  Company will not pay any transfer  or  other
taxes incurred by reason of the issue of such Common Stock  in  a
name  or names other than that in which such 1997 Preferred Stock
so  converted  were registered.  No fractional  shares  shall  be
issued upon conversion, and the Company shall pay cash in lieu of
issuing fractional shares based upon the closing bid price of one
share  of  Common Stock on the business day immediately preceding
the   date   of   conversion.   If  more  than  one   certificate
representing shares of 1997 Preferred Stock shall be  surrendered
for conversion at one time by the same holder, the number of full
shares issuable upon conversion thereof shall be computed on  the
basis  of the aggregate number of shares of 1997 Preferred  Stock
represented  by  such  certificates, or  the  specified  portions
thereof  to  be  converted, so surrendered.  All  1997  Preferred
Stock which shall have been converted as provided in this Section
VI  shall  no longer be deemed to be outstanding and  all  rights
with  respect to such 1997 Preferred Stock shall forthwith  cease
and  terminate  except for the right of the  holders  thereof  to
receive  Common Stock.  Any 1997 Preferred Stock surrendered  for
conversion  shall  be  cancelled,  retired  and  thereafter   not
reissued.

     (4)  Protection Against Dilution.

          (A)  If at any time or from time to time after the date
of  issuance  of 1997 Preferred Stock, the Company determines  to
distribute  to  the  holders of the Common Stock  (i)  securities
other  than  Common  Stock,  or (ii) property  other  than  cash,
without  payment therefor, then, in each such case,  the  Company
shall provide written notice to each holder of the 1997 Preferred
Stock  at  least 30 days prior to the effective date of any  such
distribution.  During such 30 day period, the holder of the  1997
Preferred  Stock may, at its election, convert the 1997 Preferred
Stock into Common Stock of the Company and, if so converted,  the
holders shall be entitled to receive such securities or property,
other than cash, which are distributable upon the Common Stock of
the Company at the effective date.

          (B)   In  case  the Company shall, after  the  date  of
issuance of any 1997 Preferred Stock, (i) pay a dividend or  make
a  distribution on its capital shares in Common Stock in  capital
stock   or  securities  convertible  into  capital  stock,   (ii)
subdivide  its outstanding shares of Common Stock into a  greater
number  of shares, (iii) combine its outstanding shares of Common
Stock  into  a  smaller  number  of  shares,  or  (iv)  issue  by
reclassification of its Common Stock any shares of capital  stock
of  the Company, the number of shares of Common Stock into  which
the  1997  Preferred Stock may be converted in effect immediately
prior  thereto shall be adjusted so that the holder of  any  1997
Preferred Stock surrendered for conversion immediately thereafter
would be entitled to receive the number of shares of Common Stock
or  other capital shares of the Company which he would have owned
immediately  following such action had such 1997 Preferred  Stock
been  converted  immediately prior thereto.  An  adjustment  made
pursuant  to  this subsection shall become effective  immediately
after the record date of such transaction.  If, as a result of an
adjustment  made pursuant to this subsection, the holder  of  any
1997  Preferred Stock thereafter surrendered for conversion shall
become  entitled to receive two or more classes of capital shares
of  the  Company,  the  Board of Directors  shall  determine  the
allocation  of  the adjustment between or among such  classes  of
capital shares.

          (C)  Whenever the number of shares of Common Stock into
which  the  1997 Preferred Stock may be converted is adjusted  as
provided  in  this  Section VI and upon any modification  of  the
rights  of  a  holder of 1997 Preferred Stock in accordance  with
this  Section VI, the Company shall promptly mail to the  holders
of  the 1997 Preferred Stock a certificate of the chief financial
officer  or secretary of the Company setting forth the number  of
shares  of  Common Stock into which the 1997 Preferred  Stock  is
convertible  after  such  adjustment  or  the  effect   of   such
modification,  a  brief  statement of the  facts  requiring  such
adjustment  or  modification and the  manner  of  computing  such
adjustment or modification.

          (D)   In  case of any consolidation or merger to  which
the  Company  is a party other than a merger or consolidation  in
which  the Company is the continuing corporation, or in  case  of
any  sale or conveyance to another entity of the property of  the
Company as an entirety or substantially as an entirety, or in the
case  of  any  statutory  exchange  of  securities  with  another
corporation (including any exchange effected in connection with a
merger  of a third corporation into the Company), the holders  of
1997  Preferred Stock shall have the right thereafter to  convert
such 1997 Preferred Stock into the kind and amount of securities,
cash  or  other property which such holders would have  owned  or
have   been   entitled   to   receive  immediately   after   such
consolidation, merger, statutory exchange, sale or conveyance had
such 1997 Preferred Stock been converted immediately prior to the
effective date of such consolidation, merger, statutory exchange,
sale or conveyance, and effective provision shall be made in  the
Articles   of   Incorporation  of  the  resulting  or   surviving
corporation or otherwise so that the provisions set forth in this
paragraph  (D) of Section VI for the protection of the conversion
rights   of   the  1997  Preferred  Stock  shall  thereafter   be
applicable,  as nearly as reasonably may be, to any  such  shares
and other securities and property deliverable upon conversion  of
the   1997   Preferred  Stock  remaining  outstanding  or   other
convertible securities received by the holders in place  thereof,
and  any  such resulting or surviving corporation shall expressly
assume  the  obligation  to deliver, upon  the  exercise  of  the
conversion privilege, such shares, securities or property as  the
holders  of  the  1997  Preferred  Stock,  or  other  convertible
securities receive in place thereof, shall be entitled to receive
pursuant to the provisions hereof, and to make provisions for the
protection  of  the  conversion right  as  above  provided.   The
provisions  of  this  subsection (D)  shall  similarly  apply  to
successive consolidation, merger, statutory exchanges,  sales  or
conveyances.    Notice  of  any  such  consolidations,   mergers,
statutory  exchanges, sales or conveyances and of said provisions
so  proposed to be made, shall be mailed to the holders  of  1997
Preferred  Stock not less than 30 days prior to  such  event.   A
sale of all or substantially all of the assets of the Company for
consideration consisting primarily of securities shall be  deemed
a consolidation or merger for the foregoing purposes.

          (5)   Reservation.     The Company shall at  all  times
reserve  and  keep available out of its authorized  but  unissued
Common  Stock, solely for the purpose of effecting the conversion
of  1997  Preferred Stock, the number of shares of  Common  Stock
from  time to time issuable upon the conversion of 1997 Preferred
Stock  then outstanding and shall take all such action and obtain
all  such  permits or orders as may be necessary  to  enable  the
Company  lawfully  to issue Common Stock upon the  conversion  of
1997  Preferred  Stock.   In addition,  the  Company  shall  also
reserve and keep available such other securities and property  as
may  from time to time be deliverable upon conversion of the 1997
Preferred  Stock and shall take all such action  and  obtain  all
such  permits or orders as may be necessary to enable the Company
lawfully  to deliver such other securities and property upon  the
conversion  of such 1997 Preferred Stock.  So long  as  any  1997
Preferred  Stock shall be outstanding, the Company will  use  its
best efforts to take all corporate action necessary in order that
the  Company  may  validly  and lawfully  issue  fully  paid  and
nonassessable Common Stock upon conversion of the 1997  Preferred
Stock,  including, without limitation, the calling of  a  special
shareholders meeting for the purpose of increasing the number  of
authorized but unissued shares of Common Stock of the Company  as
may be necessary."

     4.    The amendment contained in these Articles of Amendment
to  Articles  of Incorporation was duly adopted by the  board  of
directors of the Corporation pursuant to Section 7-106-102 of the
Colorado Business Corporation Act.

     IN WITNESS WHEREOF, INTERNATIONAL NURSING SERVICES, INC. has
caused  these  Articles of Amendment to Articles of Incorporation
to  be signed by its duly authorized officer, effective as of the
date  of  filing  with the Secretary of State  of  the  State  of
Colorado.

                              INTERNATIONAL   NURSING   SERVICES, INC.



                              By:/s/Robin Bradbury
                                  Name: Robin Bradbury
                                  Title: Secretary