EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                          WESTMARK GROUP HOLDINGS, INC.


Westmark Group Holdings, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

      FIRST: "That at a meeting of the Board of Directors of Westmark Group
Holdings, Inc. Resolutions were duly adopted setting forth a proposed amendment
to the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

            RESOLVED, That the Certificate of Incorporation of this corporation
      be amended by changing Article IV thereof so that, as amended said Article
      shall be and read as follows:

            The corporation shall have authority to issue a total of 15,000,000
      shares of Common Stock, par value $.005 per share and 10,000,000 shares of
      Preferred Stock, par value $.001 per share.

            Shares of Preferred Stock of the Corporation may be issued from time
      to time in one or more classes or series, each of which class or series
      shall have such distinctive designation or title as shall be determined by
      the Board of Directors of the Corporation ("Board of Directors") prior to
      the issuance of any shares thereof. Each such class or series of Preferred
      Stock shall have such voting powers, full or limited, or no voting powers,
      and such qualifications, limitations or restrictions thereof, shall be
      stated in such resolution or resolutions providing for the issue of such
      class or series of Preferred Stock as may be adopted from time to time by
      the Board of Directors prior to the issuance of any shares thereof
      pursuant to the authority hereby expressly vested in it, all in accordance
      with the laws of the State of Delaware.

            Subject to all of the rights on the Preferred Stock or any series
      thereof described in appropriate certificates of designation, the holders
      of the Common Stock shall be entitled to receive, when, as, and if
      declared by the Board of Directors, out of funds legally available
      therefore, the dividends payable in cash, common stock, or otherwise to
      receive, when, as, and if declared by the Board of Directors, out of funds
      legally available therefore, the dividends payable in cash, common stock,
      or otherwise.

            No stockholder of the Corporation shall have the right of cumulative
      voting at any election of Directors of the Corporation.

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, said Westmark Group Holdings, Inc., has caused this
certificate to be aligned by Mark Schaftlein its President and Chief Executive
Officer this 28th day of August, 1997.


                                       Westmark Group Holdings, Inc.

                                       By:/s/ MARK SCHAFTLEIN
                                              Mark Schaftlein
                                              President/Chief Executive Officer