Exhibit 3.2


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           UIH AUSTRALIA/PACIFIC, INC.


                       (Pursuant to the Section 7-110-106)

     UIH Australia/Pacific, Inc., a corporation organized and existing under and
by virtue of the Colorado  Business  Corporation Act (the  "Corporation"),  does
hereby  certify  as  follows  for  the  purpose  of  amending  its  Articles  of
Incorporation:

     1.   That  the  Board  of  Directors  of  the   Corporation   duly  adopted
          resolutions  containing an amendment to the Articles of  Incorporation
          of the  Corporation  set forth below,  declaring  such amendment to be
          advisable and calling for the approval of the sole  stockholder of the
          Corporation to such amendment.

     2.   That the holder of all of the  outstanding  shares of Common  Stock of
          the Corporation  entitled to vote,  acting by means of written consent
          in lieu of a meeting  pursuant to Section  7-107-104  of the  Colorado
          Business  Corporation  Act,  adopted and  approved  these  Articles of
          Amendment to the Articles of Incorporation of the Corporation.

     3.   That  Article I of the  Articles  of  Incorporation  be amended in its
          entirety to read as follows:

          The name of the corporation is United Australia/Pacific, Inc.

     4.   That  except as amended  hereby,  the  provisions  of the  Articles of
          Incorporation,  as heretofore amended,  shall remain in full force and
          effect.

     IN  WITNESS  WHEREOF,  these  Articles  of  Amendment  to the  Articles  of
Incorporation of the Corporation have been signed this 27th day of August, 1999.

                                        UIH AUSTRALIA/PACIFIC, INC.



                                        By: /S/  Ellen P. Spangler
                                           -------------------------------------
                                            Ellen P. Spangler
                                            Vice President and Secretary