Exhibit 3.2D


                              TRANSMONTAIGNE INC.
             Resolutions Adopted By Consent to Corporation Action
                            Dated December 2, 1998


Section 2.2 of Article 2 of the By-laws be deleted in its entirety and restated
to read as follows:

          "The annual meeting of the stockholders shall be held on the date and
     at the time fixed, from time to time, by the Board of Directors; provided
     however, that unless the Board otherwise designates, the annual meeting
     shall be held on or before the third Wednesday of December of each year, at
     a time and place set by the Chief Executive Officer, after due notice. The
     annual meeting shall be for the purpose of electing a Board of Directors
     and transacting such other business as may properly be brought before the
     meeting."