68

     CERTIFICATION OF AMENDMENT TO ARTICLES OF INCORPORATION
                               OF 
                     WINDSTAR RESOURCES, INC.
                      An Arizona Corporation

     WindStar Resources, Inc., a Corporation formed under the
Arizona Corporate Code of the State of Arizona.  

     The undersigned, the President and the Secretary of WindStar
Resources, Inc.  certify that at a shareholders meeting on April
15, 1998, and which was called for the purpose of amending the
Articles of Incorporation of WindStar Resources, Inc., an
appropriate majority of the holders of shares of each class
entitled to vote authorized the following amendment of Article V,
Authorized Capital, of the Articles of Incorporation:

          The number of shares which the Corporation shall
     have authority to issues is 50,000,000 shares of common
     stock having a par value of $0.0001 per share and
     10,000,000 shares of preferred stock, having a par
     value of $0.0001 per share.  There shall be no other
     classes or shares of stock in the Corporation.  The
     Corporation shall have the right to purchase, take,
     receive or otherwise acquire, hold, own, pledge,
     transfer and dispose of its own shares, to the extent
     of both its restricted and unreserved capital surplus.

     Dated this April 15, 1998.    

                              WINDSTAR RESOURCES, INC.


                              BY:  /s/ Fred R.  Schmid
                                   Fred R.  Schmid, President


                              BY:  /s/ Richard G.  Steeves
                                   Richard G.  Steeves, Secretary