EXHIBIT 3.1


                           ARTICLES OF AMENDMENT 
                                 TO THE 
                        ARTICLES OF INCORPORATION
                       OF LYRIC INTERNATIONAL, INC.


Article IV shall be amended to include a new Section 3 to read in its entirety
as follows:

3.     Series B Convertible Preferred Stock

       (a)   Designation of Series B Convertible Preferred Stock.   100,000
shares of the Preferred Stock of the corporation shall be designated as Series
B Convertible Preferred Stock, par value $100 (hereinafter referred to as
"Series B Preferred Stock").

       (b)   Dividends.  The holders of the Series B Preferred Stock shall be
entitled to cumulative dividends at the rate of 8% of the par value of the
Series B Preferred Stock for each fiscal year of the corporation as and when
declared by the Board of Directors, out of funds of the corporation to the
extent and in the manner permitted by law. 

       (c)   Liquidation Preference.

             (i)   In the event of any liquidation, dissolution or winding up
of the corporation, either voluntary or involuntary, the holders of Series B
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets or surplus funds of the corporation to the
holders of the corporation's Common Stock by reason of their ownership
thereof, all accrued but unpaid dividends on their respective shares of Series
B Preferred Stock then held by them and no more (the "Series B Preferred
Liquidation Preference").  If upon the occurrence of such event, the assets
and funds thus distributed among the holders of the Series B Preferred Stock
shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
corporation legally available for distribution shall be distributed ratably
among the holders of the Series B Preferred Stock in proportion to the shares
then held by them.

            (ii)   A consolidation or merger of the corporation with or into
any other corporation or corporations or a sale of all or substantially all of
the assets of the corporation shall be deemed a liquidation, dissolution or
winding up within the meaning of this Section if more than fifty percent (50%)
of the surviving entity is not owned by persons who were holders of capital
stock or securities convertible into capital stock of the corporation
immediately prior to such merger, consolidation or sale.  In such event, the
Series B Preferred Liquidation Preference may be paid in cash or securities of
any entity surviving such liquidation event.

       (d)   No Voting Rights.  The holder of each share of the Series B
Preferred Stock shall not be entitled to vote for any matter brought before
the holders of the corporation's Common Stock.

       (e)   Conversion.  The holders of the Series B Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

             (i)   Right to Convert.

                   (1)   Conversion.  Each share of Series B Preferred Stock
shall be convertible, at the option of the holder thereof, at the office of
the corporation or any transfer agent for the Series B Preferred Stock, into
the corporation's Common Stock during the period commencing on January 1, 1999 
until December 31, 1999 (the "Expiration Date").  The number of shares of
Common Stock into which one share of Series B Preferred Stock will be
converted will be equal to $100 divided by the Series B Conversion Price (as
hereinafter defined) then in effect, such conversion ratio being referred to
as the "Series B Conversion Rate."  The Series B Conversion Price will be
equal to the average closing price of the corporation's Common Stock traded
over the counter, or on Nasdaq or any national exchange  (the "Average Closing
Price") for the ten trading days immediately prior to the Conversion Effective
Date (as hereinafter defined).  All shares of Series B Preferred Stock shall
automatically be converted to shares of the corporation's Common Stock on
January 1, 2000 at the Series B Conversion Rate based on the Average Closing
Price for the ten trading days immediately prior to January 1, 2000.

                   (2)   Fractional Shares Upon Conversion.  No fractional
shares of Common Stock will be issued upon conversion of Series B Preferred
Stock, and any fractional share that otherwise would result from conversion by
a holder of all of such holder's shares of Series B Preferred Stock (in the
aggregate) will be redeemed by payment in an amount equal to such fraction of
the then effective Series B Conversion Price as promptly as funds legally are
available therefor.

            (ii)   Mechanics of Conversion.  Any holder of Series B Preferred
Stock wishing to convert shares of Series B Preferred Stock into Common Stock
pursuant to Section 3(e)(i) shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the corporation or any transfer
agent for the Series B Preferred Stock and will give the corporation written
notice stating the name or names in which the holder wishes the certificate or
certificates for shares of Common Stock to be issued.  Any conversion pursuant
to Section 3(e)(i) shall be deemed to be effective for all purposes upon
receipt by the corporation or a transfer agent for the Series B Preferred
Stock of such certificates, duly endorsed, and such written notice and shall
be deemed to have been made immediately prior to the close of business on the
date thereof (the "Conversion Effective Date").  As soon as practicable after
the effectiveness of any conversion of Series B Preferred Stock and receipt by
the corporation or the appropriate transfer agent of certificates representing
such Series B Preferred Stock, duly endorsed, together with written notice
stating the name or names in which the holder wishes the certificate or
certificates for shares of Common Stock to be issued, the corporation shall
cause to be issued and delivered pursuant to the written instructions of the
holder of the converted Series B Preferred Stock certificates representing the
Common Stock into which such Series B Preferred Stock has been converted;
provided, however, that the corporation shall not be required to issue
certificates for Common Stock in any name other than that of the holder in the
absence of assurances reasonably satisfactory to the corporation that all
stamp and other transfer taxes relating to the transfer of such securities
have been or will be paid.  Notwithstanding any issuance or lack thereof of
certificates representing Common Stock, from and after the effectiveness of
any conversion of Series B Preferred Stock, the person or persons entitled to
receive the shares of Common Stock issuable upon conversion shall be treated
by the corporation for all purposes as the record holders of the Common Stock
obtainable upon such conversion and shall cease to have any other rights of
holders of Series B Preferred Stock.

           (iii)   Notices of Record Date.  In the event of any taking by the
corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, payable in
additional shares of Common Stock or other securities or rights or any right
to subscribe for or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, the corporation
will deliver to each holder of Series B Preferred Stock at least thirty days'
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution or
rights, and the amount and character of such dividend, distribution or right. 
Any notices required by the provisions of this subsection will be deemed given
when deposited in the United States mail, postage prepaid, directed to the
address of a holder of shares of Series B Preferred Stock as it appears on the
records of the corporation.  Without limiting the obligation of the
corporation to provide notice to the holders of shares of Series B Preferred
Stock under this subsection, the failure of the corporation to give such
notice shall not invalidate the corporate action.

            (iv)   Reservation of Stock Issuable Upon Conversion.  The
corporation at all times will reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
conversion of the shares of Series B Preferred Stock such number of its shares
of Common Stock as from time to time will be sufficient to effect the
conversion of all then outstanding shares of Series B Preferred Stock; and if
at any time the number of authorized but unissued shares of Common Stock is
not sufficient to effect the conversion of all then outstanding shares of
Series B Preferred Stock, in addition to such other remedies as may be
available to the holders of Series B Preferred Stock for such failure, the
corporation will take such corporate action as, in the opinion of its counsel,
may be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as will be sufficient for such purpose.

             (v)   Denial of Preemptive Rights.  No holder of any shares of
Series B Preferred Stock shall have any preemptive or preferential right to
acquire any shares or securities of the corporation, including shares or
securities held in the treasury of the corporation.