Exhibit 3.1(r)(iii)




     

     Article 1 of the Articles of Incorporation of the corporation,
     relating to the name of the corporation, is hereby amended to read in
     its entirety as follows:

               "1.  The name of the corporation is:

                    Financial Exchange Company of Pennsylvania, Inc."
     Article 5 of the Articles of Incorporation of the corporation,
     relating to authorized shares of the corporation, is hereby amended to
     read in its entirety as follows:

               "5.  The aggregate number of shares which the corporation
                    shall have authority to issue is:  One thousand (1,000)
                    shares of capital stock, par value Five Hundred Dollars
                    ($500.00) per share."

     Article 7 of the Articles of Incorporation of the corporation,
     relating to cumulative voting, is hereby added to read in its entirety
     as follows:

               "7.  No holder of any class of shares of the corporation
                    shall be entitled to cumulate his votes at any election
                    of directors."

     Article 8 of the Articles of Incorporation of the corporation,
     relating to pre-emptive rights of shareholders, is hereby added to
     read in its entirety as follows:

               "8.  Shareholders of the corporation shall have no pre-
                    emptive right to acquire additional, unissued, or
                    treasury shares of the corporation."







     

                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE

     TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

          WHEREAS, In and by Article VIII of the Business Corporation Law,
     approved the fifth day of May, Anno Domini one thousand nine hundred
     and thirty-three, P.L. 364, as amended, the Department of State is
     authorized and required to issue a

                            CERTIFICATE OF AMENDMENT

     evidencing the amendment of the Articles of Incorporation of a
     business corporation organized under or subject to the provisions of
     that Law, and
          WHEREAS, The stipulations and conditions of that Law pertaining
     to the amendment of Articles of Incorporation have been fully complied
     with by

               UNIVERSAL MONEY EXCHANGE, INC.
               name changed to
               FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.

          THEREFORE, KNOW YE, That subject to the Constitution of this
     Commonwealth and under the authority of the Business Corporation Law,
     I do by these presents, which I have caused to be sealed with the
     Great Seal of the Commonwealth, extend the rights and powers of the
     corporation named above, in accordance with the terms and provisions
     of the Articles of Amendment presented by it to the Department of
     State, with full power and authority to use















































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     and enjoy such rights and powers, subject tot all the provisions and
     restrictions of the Business Corporation Law and all other applicable
     laws of this Commonwealth.

                         GIVEN     under my Hand and the Great Seal of the
                                   Commonwealth, at the City of Harrisburg,
                                   this 13th day of February in the year of
                                   our Lord one thousand nine hundred and
                                   seventy-nine and of the Commonwealth the
                                   two hundred and third

                                   /s/ Barton A. Fields            
                                   --------------------------------
                                    Acting Secretary of the
                                        Commonwealth

      




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