REVISED  7/95
                                                                   EXHIBIT 4.2

     MAIL  TO:  SECRETARY  OF  STATE               FOR OFFICE USE ONLY     002
     CORPORATIONS  SECTION
     1560  BROADWAY,  SUITE  200
     DENVER,  CO  80202
     (303)  894-2251


MUST  BE  TYPED          FAX    (303)  894-2242
FILING  FEE:  $25.00
MUST  SUBMIT  TWO  COPIES
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     ARTICLES  OF  AMENDMENT
PLEASE  INCLUDE  A  TYPED          TO  THE
SELF-ADDRESSED  ENVELOPE          ARTICLES  OF  INCORPORATION

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    ELDORADO ARTESIAN SPRINGS, INC.
                                             ---------------------------------

SECOND:  The  following amendment to the Articles of Incorporation was adopted
on    March 23, 1998      , as prescribed by the Colorado Business Corporation
    ----------------
Act,  in  the  manner  marked  with  an  X  below:

      No  shares  have  been  issued  or  Directors  Elected  -  Action  by
Incorporators
No  shares  have  been  issued  but  Directors  Elected  - Action by Directors
Such  amendment  was  adopted by the board of directors where shares have been
issued  and  shareholder  action  was  not  required.

    x           Such amendment was adopted by a vote of the shareholders.  The
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number  of  shares  voted  for  the  amendment  was  sufficient  for approval.

     ARTICLE XIV is hereby added to the Articles of Incorporation, as follows:

     ARTICLE  XIV
     Stock  Split

Each  twelve shares of the Corporation's Common Stock issued at the time these
Articles  of  Amendment to Articles of Incorporation are filed and accepted by
the  Colorado Secretary of State shall be and hereby are automatically changed
and  reclassified  without  further action into one share of the Corporation's
Common  Stock,  provided  that  no  fractional  shares  shall be issued to any
shareholder  pursuant  to  such  change and reclassification.  The Corporation
shall  issue  to  each  shareholder  who  would  otherwise  be  entitled  to a
fractional share as a result of such change and reclassification a whole share
in  lieu  of  a  fractional  share.


THIRD:  If changing corporate name, the new name of the corporation is     Not
                                                                           ---
applicable
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FOURTH:    The  manner,  if  not  set  forth  in  such amendment, in which any
exchange,  reclassification,  or cancellation of issued shares provided for in
the  amendment  shall  be  effected,  is  as  follows:

     Set  forth  in  the  amendment.

If  these  amendments  are  to have a delayed effective date, please list that
date:
(Not  to  exceed  ninety  (90)  days  from  the  date  of  filing)

     ELDORADO  ARTESIAN  SPRINGS,  INC.
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Signature
Title            President
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