ARTICLES OF AMENDMENT TO
                        ARTICLES OF INCORPORATION
                                     OF
                           U. S. TRUCKING, INC.
                        (SERIES C PREFERRED STOCK)


     Pursuant to the requirements of Section 7-106-102 of the Colorado
Business Corporation Act, the undersigned Corporation submits the following
Articles of Amendment to Articles of Incorporation.

     FIRST:   The name of the Corporation is U. S. Trucking, Inc.

     SECOND:   The Articles of Incorporation of the Corporation are hereby
amended as follows:

     "There is hereby established a series of Preferred Stock of the
Corporation designated "Series C Preferred Stock."  The number of shares of
this series of Preferred Stock shall be 50,000 shares.  The powers,
designations, preferences and relative, participating, optional or other
special rights of the shares of this series of Preferred Stock and the
qualifications, limitations and restrictions of such preferences and rights
shall be as follows:

     Section 1.  Voting Rights.  Except as otherwise expressly provided herein
or by law, the holders of shares of Series C Preferred Stock shall be entitled
to vote on all matters and shall be entitled to one hundred votes for each
share of Series C Preferred Stock held by such holder, such number of votes to
be appropriately adjusted in the event of any split, reverse split or dividend
of the common stock.  Except as otherwise expressly provided herein or as
expressly required by law, the holders of shares of Series C Preferred Stock
and common stock shall vote together as a single class on all matters.

     Section 2.  Liquidation.  The holders of  shares of the Series C
Preferred Stock are not entitled to any liquidation rights.

     Section 3.  Dividend Provisions.  The holders of shares of the Series C
Preferred Stock are not entitled to receive any dividends.

     Section 4.  Notices.  Any notice required to be given to holders of
shares of Series C Preferred Stock shall be deemed given upon deposit in the
United States mail, postage prepaid, addressed to such holder of record at his
address appearing on the books of the Corporation, or upon personal delivery
at the aforementioned address."

     Section 5.  Amendment.  The terms of the Series C Preferred Stock shall
not be amended without the consent of the holders of not less than a majority
of the outstanding Series C Preferred Stock.

     THIRD:  Such Amendment was duly adopted by the Board of Directors of the
Corporation on the 5th day of May 1999.






     IN TESTIMONY WHEREOF, the undersigned Corporation has caused these
Articles of Amendment to the Articles of Incorporation to be signed by a duly
authorized officer and duly attested by another such officer, to be hereunto
affixed this 5th day of May 1999.

                                  U. S. TRUCKING, INC.

                                  By:/s/ Danny Pixler, President
                                     Danny Pixler, President

ATTEST:



/s/ Marion Huff
Secretary