ARTICLES OF AMENDMENT TO THE
                        ARTICLES OF INCORPORATION OF
                        NORTHERN DANCER CORPORATION
                            CHANGING ITS NAME TO
                             U.S. TRUCKING, INC.

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST:  The name of the Corporation is NORTHERN DANCER CORPORATION.

     SECOND:  The following amendment was adopted on August 20, 1998, by the
Board of Directors, and on September 4, 1998, by a vote of the Shareholders of
the Corporation, in the manner prescribed by the Colorado Business Corporation
Act.  The number of shares voted for the amendment was sufficient for
approval.

     The FIRST Article shall be amended to read as follows:

          The name of the Corporation shall be U.S. TRUCKING, INC.

     The first paragraph of the FOURTH Article shall be amended to read as
follows:

     The aggregate number of shares which this Corporation shall have the
authority to issue is Seventy-five Million (75,000,000) shares of no par value
each, which shares shall be designated "Common Stock"; and Ten Million
(10,000,000) shares of no par value each, which shares shall be designated
"Preferred Stock" and which may be issued in one or more series at the
discretion of the Board of Directors.  In establishing a series the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of
shares in such series, and the preferences, rights and restrictions thereof.
All shares of any one series shall be alike in every particular except as
otherwise provided by these Articles of Incorporation or the Colorado Business
Corporation Act.

     THIRD:  The manner, if not set forth in such amendments, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendments shall be effected, is as follows:  Not applicable.

     DATED:  September 4, 1998

                               NORTHERN DANCER CORPORATION
                                (Changing its name to U.S. TRUCKING, INC.)


                                By: /s/ Joseph E. O'Connor
                                   Joseph E. O'Connor, President