Exhibit (5)

   ARTICLES OF AMENDMENT -  BUSINESS/PROFESSIONAL/NONPROFIT

Phone:  (503) 986-2200
Fax:  (503) 378-4381                      
      
Secretary of State                           For office use only
Corporation Division  
255 Capitol St. NE, Suite 151                         
Salem, OR 97310-1327

 Check the appropriate box below:

 /X/  BUSINESS/PROFESSIONAL CORPORATION          
     (Complete only 1, 2, 3, 4, 6, 7)
 / / NONPROFIT CORPORATION
     (Complete only 1, 2, 3, 5, 6, 7)

Registry Number: 034685-19
Attach Additional Sheet if Necessary
Please Type or Print Legibly in Black Ink
_________________________________________________________________

1)  NAME OF CORPORATION PRIOR TO AMENDMENT:  Americold Corporation.

2)  STATE THE ARTICLE NUMBER(S) AND SET FORTH THE ARTICLE(S) AS IT
IS AMENDED TO READ. (Attach a separate sheet if necessary.) 
                       See attached sheet.

3)  THE AMENDMENT WAS ADOPTED ON:  June 20, 1996.
(If more than one amendment was adopted, identify the date of
adoption of each amendment.)
                                                                  
          BUSINESS/PROFESSIONAL CORPORATION ONLY                  
                                                
4)  CHECK THE APPROPRIATE STATEMENT

/X/  Shareholder action was required to adopt the amendment(s).   
   The vote was as follows:

                        Number
Class or   Number of    of votes    Number of    Number of  
series of  shares       entitled    votes cast   votes cast 
shares:    outstanding: to be cast: FOR:         AGAINST:   

Common      4,931,194     4,931,194        2,739,000     -0-     
Stock

/ / Shareholder action was not required to adopt the          
    amendment(s).  The amendment(s) was adopted by the board of   
    directors without shareholder action.

/ / The corporation has not issued any shares of stock. 
    Shareholder action was not required to adopt the 
    amendment(s).  The amendment(s) was adopted by the   
    incorporators or by the board of directors. 

         NONPROFIT CORPORATION ONLY

5)  CHECK THE APPROPRIATE STATEMENT

/ /  Membership approval was not required.  The amendment(s) was  
   approved by a sufficient vote of the board of directors or     
   incorporators.

/ /  Membership approval was required.  The membership vote was   
  as follows:
                    
Class(es)     Number of   Number of       Number     Number 
entitled      members     votes           of         of
to            entitled    entitled        votes      votes
vote:         to vote:    to be cast:     cast FOR:  cast AGAINST:
                                                      
6)  EXECUTION

Printed Name           Signature                 Title

Ronald H. Dykehouse    /s/ Ronald H. Dykehouse  Chairman of the   
                                                Board, President  
                                                and Chief
                                                Executive Officer
                                                     
7)  CONTACT NAME        Daytime Phone Number

    Nancy P. Hinnen     (503) 221-1440



FEES:  Make check for $10 payable to "Corporation Division."  NOTE:
Filing fees may be paid with VISA or MasterCard.  The card number
and expiration date should be submitted on a separate sheet for
your protection.

Americold Corporation
Articles of Amendment
Registry No. 034685-19




Article III of the Second Restated Articles of Incorporation (the
"Articles") of the Corporation, as amended by (i) the Statement of
Preferences, Limitations and Relative Rights of Cumulative
Preferred Stock (the "Statement") filed with the Secretary of State
of the State of Oregon (the "Secretary") on September 28, 1988,
(ii) the Amendment to the Statement filed with the Secretary on
August 22, 1989 and (iii) the Amendment to Article III of the
Articles filed with the Secretary on June 30, 1995, is hereby
amended by restating Article III of the Articles in its entirety as
follows:


                        "ARTICLE III
     "The aggregate number of shares which the Corporation shall  
  have authority to issue is 10,000,000 shares of Common Stock,   
  $.01 par value per share, and 1,000,000 shares of Preferred     
 Stock, $100 par value per share."