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                                                                 EXHIBIT 3.1

                       AMENDMENT TO ARTICLES OF INCORPORATION

                                         OF

                             COLOR SPOT NURSERIES, INC.


                           PURSUANT TO SECTION 242 OF THE
                          DELAWARE GENERAL CORPORATION LAW
                                          
     COLOR SPOT NURSERIES, INC., a corporation organized under the laws of the
State of Delaware (the "Corporation"), does hereby certify:

     1.   The name of the Corporation is COLOR SPOT NURSERIES, INC.

     2.   The Board of Directors and stockholders of the Corporation on 
January 27, 1999 and March 17, 1999, respectively, duly adopted the following 
amendment to the Corporation's Articles of Incorporation pursuant to Section 
242 of the Delaware General Corporation Law providing that Section 5 of 
Article V of the Corporation's Articles of Incorporation is amended to read 
in its entirety as follows:


                                     ARTICLE V

                                     * * * * *

          Section 5.     STOCKHOLDER ACTION.  Except as otherwise prescribed by
law and subject to the rights of holders or any class or series of Preferred
Stock, special meetings of stockholders of the Corporation, for any purpose or
purposes, may be called only by the Chairman of the Board, if there be one, the
President, or the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors and shall be called by the Secretary
or any Assistant Secretary, if there be one, at the request in writing of a
majority of the entire Board of Directors or by holders of outstanding stock of
the Corporation having not less than the minimum number of votes that would be
necessary to authorize such action; provided, however, that any action required
or permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice, and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock of the Corporation having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.  Any such consent may be in
counterparts and shall bear the date of signature of each stockholder who signs
the consent.  No such consent shall be effective to take any action unless,
within sixty days following the date of the earliest


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signature thereon, the consent or counterparts thereof, bearing the 
signatures of holders of stock of the Corporation having not less than the 
minimum number of votes  that would be necessary to authorize or take such 
action at a meeting at which all shares entitled to vote were present and 
voted to take such action, are delivered to the Corporation by delivery to 
its principal place of business o to the secretary of the Corporation.  Any 
action taken pursuant to such consent shall be effective, as of the date of 
the last signature thereon needed to make it effective, unless otherwise 
provided in the consent.  All counterparts of such consent necessary to make 
it effective shall be filed with the minutes of proceedings of the 
stockholders.


                                     * * * * *

     3.   The number of shares of the Corporation's stock voted in favor of 
the foregoing amendment by each voting group entitled to vote separately on 
the amendment was sufficient for approval by such voting group.