EXHIBIT 3.1.12

                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                              MEDIX RESOURCES, INC.


     MEDIX RESOURCES, INC., a corporation organized under the laws of the State
of Colorado, by its President and Chief Executive Officer does hereby certify:

     1. The name of the Corporation is MEDIX RESOURCES, INC.

     2. The Board of Directors of the Corporation, at a meeting on April 13,
        1999, has approved and adopted 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 8 thereto, to read in
           its entirety as follows:

       "Section 8.  1999 Series A Convertible Preferred Stock.

       I.  Designation and Amount.

       Three hundred (300) shares of the authorized shares of Preferred Stock of
the Company are hereby  designated  "1999 Series A Convertible  Preferred Stock"
(the "1999  Preferred  Stock").  All shares of 1999  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
1996 Convertible Preferred Stock, and the 1997 Convertible Preferred Stock, that
is not, by its terms, senior to or pari passu with the 1999 Preferred Stock, and
shall rank junior in all respects to the 1996  Convertible  Preferred Stock, and
the 1997 Convertible Preferred Stock of the Company.

       II. Dividends.

       (1) Except as specifically described herein, the registered owners of the
1999  Preferred  Stock,  shall not be entitled to receive  any  dividends.  If a
registration statement under the Securities Act of 1933, as amended, (the "Act")
registering  the  shares  of Common  Stock of the  Company  into  which the 1999
Preferred Stock is convertible is not declared  effective by September 30, 1999,
or if any such  registration  statement ceases to be effective at any time prior
to the second anniversary of the date on which such registration statement first
becomes  effective,  the registered owners of each share of 1999 Preferred Stock
shall be  entitled to receive  out of assets of the  Company  legally  available
therefor,  dividends for any period after September 30, 1999,  during which such
registration  statement is not  effective,  at the rate of ten percent (10%) per
annum,  for each day during which the  registration  statement is not effective.
Dividends  shall be  calculated on the amount of the  Liquidation  Value of each
share.  Dividends,  if any as provided hereunder,  shall accrue without interest
and be  cumulative  and  shall  be  payable  to the  registered  owners  of 1999
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 1999  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 1999  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 1999 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 1999 Preferred Stock (other than in exchange for
  Common Stock or other class of capital stock ranking junior as to dividends to
  the 1999 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 1999 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 1999 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 1999  Preferred
  Stock or on any capital stock ranking pari passu with the 1999 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  Divided  Stock or the 1999  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 1999 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 1999  Preferred  Stock
  and  the  Parity  Dividend  Stock  bear  to each  other.  Notwithstanding  the
  foregoing,  the Company  agrees,  to the extent  that there are funds  legally
  available  therefore,  to declare all  outstanding  Senior  Dividend Stock and
  Party  Dividend  Stock as may be  necessary  to permit the payment of the full
  dividends payable with respect to the 1999 Preferred Stock.

       (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 1999 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.

      III. 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 1999 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 1999  Preferred  Stock,  the holders of the shares of
1999 Preferred Stock the outstanding  shall be paid the Liquidation Value of the
shares of 1999  Preferred  Stock  then  outstanding  and such  holders  shall be
entitled to no other or further distribution.

      (2) The Liquidation  Value of each share of the 1999 Preferred Stock shall
be $1,000 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 1999  Preferred  Stock,  (b) the 1999
Preferred  Stock and (c) any class of stock  hereafter  issued  that  ranks on a
parity as to liquidation rights with the 1999 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 1999
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 1999  Preferred  Stock and all  other  series of  preferred  shares  ranking
equally as to  liquidation  preferences  with the 1999  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.

       IV. Redemption.

      (1) If on  September  30,  1999 a  registration  statement  under  the Act
registering  the Common Stock of the Company into which the 1999 Preferred Stock
is convertible is not effective,  the Company shall, at the written  election of
the registered owner of any outstanding  shares of 1999 Preferred Stock received
on or before October 31, 1999, redeem such shares of 1999 Preferred Stock at the
redemption  price per share of $1,000  plus any  accrued  and  unpaid  dividends
thereon, whether or not declared, to the date of redemption.

      (2) The  redemption  price for any  shares of 1999  Preferred  Stock to be
redeemed  hereunder  shall be payable in cash,  out of funds  legally  available
therefore,  as soon as  practicable  after  October 31, 1999. If the Company has
insufficient  funds legally  available to pay the redemption price of all of the
shares of 1999 Preferred Stock tendered for redemption, the Company shall redeem
as many  shares  as it has  legally  available  therefore  pro  rata  among  the
shareholders tendering 1999 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 1999  Preferred  Stock redeemed  pursuant  hereto shall be
accompanied  with the  certificates  representing  the shares being tendered for
redemption.

      (3) At the option of the  Company,  at any time after  March 1, 2003,  the
shares of the 1999 Preferred  Stock may be redeemed by the Company,  in whole or
in part,  at any time,  at a  redemption  price of $1,000  per  share,  plus any
accrued and unpaid dividends  thereon,  whether or not declared,  to the date of
redemption,  if the  holders  of the  shares to be  redeemed  are given at least
thirty (30) days notice of such redemption in writing.

      V.     Voting Rights.

     The holders of the 1999 Preferred  Stock shall have no voting rights except
as required by law.

      VI.  Conversion: Anti-dilution Provisions.

(1)   Subject to the  provisions of this Section VI, each share of 1999
        Preferred Stock
may be  converted,  at the option of the holder  thereof at any time on or after
October 1, 1999 and prior to March 1, 2003,  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 1999  Preferred  Stock may  convert  such
share of 1999  Preferred  Stock  into the  number  of  shares  of  Common  Stock
determined by dividing $1,000, by $ 0.25 (the "Conversion Price").

      (3) In order to convert the 1999  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
1999 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 1999  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 1999 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 1999
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 or other fair market value as
determined  by the  Board  of  Directors  of one  share of  Common  Stock on the
business day  immediately  preceding  the date of  conversion.  If more than one
certificate representing shares of 1999 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 1999  Preferred  Stock  represented  by such  certificates,  or the
specified portions thereof to be converted,  so surrendered.  All 1999 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 1999
Preferred Stock shall forthwith cease and terminate  except for the right of the
holders thereof to receive Common Stock.  Any 1999 Preferred  Stock  surrendered
for conversion shall be cancelled, retired and thereafter not reissued.

      (4) (A) If at any time or from time to time after the date of  issuance of
1999 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 1999  Preferred  Stock at least 30
days prior to the effective  date of any such  distribution.  During such 30 day
period, the holder of the 1999 Preferred Stock may, at its election, convert the
1999 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 1999
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 (a stock  split),  (iii) combine its  outstanding  shares of Common Stock
into a smaller  number  of shares (a  reverse  stock  split),  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 1999 Preferred  Stock may be
converted  in effect  immediately  prior  thereto  shall be adjusted so that the
holder  of any 1999  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 1999 Preferred  Stock been converted  immediately
prior  thereto.  An  adjustment  made pursuant to this  subsection  shall become
effective  immediately after the record date of such action.  If, as a result of
an adjustment made pursuant to this subsection, the holder of any 1999 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 1999
Preferred  Stock may be converted is adjusted as provided in this Section VI and
upon any  modification  of the  rights  of a holder of 1999  Preferred  Stock in
accordance  with this Section VI, the Company shall promptly mail to the holders
of the 1999  Preferred  Stock a  certificate  of the  Secretary  of the  Company
setting forth the number of shares of Common Stock into which the 1999 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 1999 Preferred  Stock shall have
the right  thereafter  to convert  such 1999  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 1999  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 1999 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 1999 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 1999
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 1999 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) The Company  shall at all times after October 1, 1999 reserve and keep
available  out of its  authorized  but  unissued  Common  Stock,  solely for the
purpose of effecting the conversion of 1999  Convertible  Preferred  Stork,  the
number of shares of Common Stock from time to time issuable upon the  conversion
of 1999  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 1999 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 1999  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 1999 Preferred
Stock.  So long as any 1999 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 non-assessable  Common
Stock  upon  conversion  of  the  1999  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,  MEDIX  RESOURCES,  INC. has caused these Articles of
Amendment to Articles of  Incorporation  to be signed by its President and Chief
Executive  Officer,  effective  as of the date of filing with the  Secretary  of
State of the State of Colorado.

                                                                           MEDIX
                                 RESOURCES, INC.



                          By:_________________________
                                           John P. Yeros
                                           President      and     Chief
Executive Officer