ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           DCC COMPACT CLASSICS, 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 DCC Compact Classics, Inc.

SECOND:  The following amendment to the Articles of Incorporation was adopted on
______________, 1996, 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 number
_____    of shares voted for the amendment was sufficient for approval.

THIRD:  Upon the  filing of these  Articles  of  Amendment  to the  Articles  of
Incorporation,  all  issued  and  outstanding  shares  of  Common  Stock  of the
Corporation  held by each  holder  of  record  on  October  23,  1996  shall  be
automatically  combined at a rate of one for three (1:3). No fractional share or
scrip  representing  a  fractional  share will be issued upon the Reverse  Stock
Split.  Fractional  shares of .5 of Common  Stock will be rounded up to the next
highest share,  and fractional  interest of less than .5 of Common Stock will be
reduced  down  to the  next  nearest  share.  Any  shareholder  whose  aggregate
shareholding  is  reduced to a fraction  of one (1) share will  receive  one (1)
share of New Common Stock.

      IN  WITNESS  WHEREOF,   the  undersigned   being  the  President  of  this
Corporation has executed these Articles of Amendment as of the __ day of_______,
1996.

                                    DCC COMPACT CLASSICS, INC.

                                    --------------------------------
                                    By:  Marshall Blonstein, President
ATTEST:

By:_________________________
     Marcia McGovern, Secretary