STATE OF VERMONT
                          OFFICE OF SECRETARY OF STATE
                The Office of Secretary of State hereby grants a
                                       to
                          Certificate of Incorporation


                               WITCH HAZEL COMPANY


a  Vermont  domestic  corporation,


                                 August 3, 1994


     Given  under  my  hand and the seal of the State of Vermont, at Montpelier,
the  State  Capital






                                Donald M. Hooper
                               Secretary of State








                            ARTICLES OF INCORPORATION
                            -------------------------





Corporate  Name
     WITCH  HAZEL  COMPANY

Name  of  Registered  Agent
     Deborah  Duffy

Address  of  registered  office
     Norwich  Commerce  Park,  RR2  Norwich,  VT  05055

Please  check  the  box  that  applies  for  your  corporation
     x  General  Corporation

Number  of  shares  the  corporation  is  authorized  to  issue
     100

Classes  of  shares
     Common

State  the  purpose  of  the  corporation
     Any  lawful  business  purpose

Directors
     Deborah  Duffy RR2, Box 57D Norwich, Ven-nont 05055 (Norwich commerce Park)
     Megan  Anne  Noiray,  Esquire  368  Via colinas, Westlake Village, CA 91362


               Signature  of  Incorporator


               By:/S________________
               Deborah  Duffy
               August  3,  1994
               RR2  Box  57D  Norwich,  Vermont  (Norwich  Commerce  Park)

                            ARTICLES OF INCORPORATION
                          OFFICE OF SECRETARY OF STATE
                        FILED_____Aug 3, 1994___________



                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE


                            Certificate of Amendment



1,  Donald  M.  Hooper,  Secretary  of  State of the State of Vermont, do hereby
certify  that  the  attached  is  A  true  copy  of  the


                              Articles of Amendment


                                       for


                                 WITCH HAZEL CO.



                    which APPEAR of record in this department



                                 OCTOBER 4,1994


               Given  under  my  hand  and  the  sea]  of  the  State  of
               Vermont,  at  Montpelier,  the  State  Capital



                                Donald M. Hooper
                               Secretary of State




                              ARTCLES OF AMENDMENT
                              --------------------


Name  of  corporation
     WITCH  HAZEL  CO

The  text  and  date  of  each  amendment  adopted
     Change  name  to:  VERMONT  WITCH  HAZEL  CO

If  the amendment provides for an exchange, reclassification, or cancellation of
issued  shares,  state  the  provisions  for  implementing  the amendment if not
contained  in  the  amendment  itself.
     Adopted  by  Board  of  Directors  -  no  shareholder  action  required.

Signature
Deborah  Duffy:/S_________________
President,     Date     10/l/94

OFFICE  OF  SECRETARY  OF  STATE
Filed  October  4,  1994






                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE


                            Certificate of Amendment



I, James F. Milne, Secretary of State of the State of Vermont, do hereby certify
that  the  attached  is  a  true  copy  of  the

                              Articles of Amendment
                                       for
VERMONT  WITCH  HAZEL  COMPANY
increasing  stock  to  1,100,000  shares
as  filed  in  this  department  effective  July  24,  1995

                                  July 24, 1995


     Given  under  my  hand  and  the  seal  of  the  State  of
Vermont,  at  Montpelier,  the  State  Capital




                                 James F. Milne
                               Secretary of State


                              ARTICLES OF AMENDMENT


Name  of  corporation
     VERMONT  WITCH  HAZEL  CO

The  text  and  date  of  each  amendment  adopted.
     The  following  amendments  were  adopted  7/7/95:
               1)     The  number  of  shares  the  corporation is authorized to
issue  shall  be
               changed  from  loo  to  1,100,000
               2)     The  corporation  is  authorized  to  issue two classed of
stock:  common  &
               preferred.  The  corporation  is  authorized  to  issue 1,000,000
shares  of
               common  stock  and 1000,000 shares of preferred stock with no par
value.

The  designation,  number  of outstanding shares, number of votes entitled to be
cast  by each voting group entitled vote separately on the amendment, and number
of  votes  of  each  voting  group  represented  at  the  meeting
     The sole shareholder of all ten (10) outstanding common shares approved the
amendment
     by  a  resolution  dated  7/7/95

Either  the  total  number  of  votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number of
undisputed  votes  cast  for the amendments by each voting group and a statement
that  the  number cast for the amendment by each voting group was sufficient for
approval  by  that  voting  group
     Unanimous

Signature:/S______________________
Deborah  Duffy        President     7/14/95

                          OFFICE OF SECRETARY OF STATE
                               Filed July 24, 1995


                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE


                            Certificate of Amendment



I, James F. Milne, Secretary of State of the State of Vermont, do hereby certify
that  the  attached  is  a  true  copy  of  the

                              Articles of Amendment
                                       for
VERMONT  WITCH  HAZEL  COMPANY
changing  its  corporate  name  to
The  Vermont  Witch  Hazel  Company
as  filed  in  this  department  effective  September  16,  1996

                               September 16, 1996


     Given  under  my  hand  and  the  seal  of  the  State  of
Vermont,  at  Montpelier,  the  State  Capital



                                 James F. Milne
                               Secretary of State


                              ARTICLES OF AMENDMENT


Name  of  corporation
     VERMONT  WITCH  HAZEL  CO

The  text  and  date  of  each  amendment  adopted.
     Adopted  by  shareholders  and  directors  September  10,  1996
Resolved,  that  the  name  of  the  corporation  be  changed  from
"Vermont  Witch  Hazel  Company  to  "  The  Vermont  Witch  Hazel  Co."

The  designation,  number  of outstanding shares, number of votes entitled to be
cast  by each voting group entitled vote separately on the amendment, and number
of  votes  of  each  voting  group  represented  at  the  meeting

Either  the  total  number  of  votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number of
undisputed  votes  cast  for the amendments by each voting group and a statement
that  the  number cast for the amendment by each voting group was sufficient for
approval  by  that  voting  group
     Votes  for:     766,900
     Votes  against     0

Signature:/S______________________
Megan  Noiray         Secretary     9/10/96

                          OFFICE OF SECRETARY OF STATE
                            Filed September 16, 1996





                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE


                            Certificate of Amendment



I, James F. Milne, Secretary of State of the State of Vermont, do hereby certify
that  the  attached  is  a  true  copy  of  the

                              Articles of Amendment
                                       for
THE  VERMONT  WITCH  HAZEL  COMPANY
changing  its  corporate  name  to
The  Vermont  Witch  Hazel  Company
as  filed  in  this  department  effective  March  6,  2000

                                  March 6, 2000


     Given  under  my  hand  and  the  seal  of  the  State  of
Vermont,  at  Montpelier,  the  State  Capital



                              Deborah L. Markowitz
                               Secretary of State


                              ARTICLES OF AMENDMENT


Name  of  corporation
     VERMONT  WITCH  HAZEL  CO

The  text  and  date  of  each  amendment  adopted.
     The  following  amendment  was  adopted  October  19,  1999:  Increase  the
authorized  number  of  shares  of  common  stock  to  10,000,000

If  the  amendment  was  approved by shareholders. A, The designation, number of
outstanding  shares,  number  of  votes entitled to be cast by each voting group
entitled  vote  separately  on the amendment, and number of votes of each voting
group  represented  at  the  meeting
     The  shareholders  of  all  999,850  outstanding common shares approved the
amendment  100%  by  a  resolution  dated  October  19,  1999

Either  the  total  number  of  votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number of
undisputed  votes  cast  for the amendments by each voting group and a statement
that  the  number cast for the amendment by each voting group was sufficient for
approval  by  that  voting  group
     Unanimous

Signature:/S______________________
Deborah  Duffy         President     2/29/00