CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Nu Skin Asia Pacific, Inc., a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware,  Does
Hereby Certify:

     First:  That the Board of  Directors  of Nu Skin Asia  Pacific,  Inc.  duly
adopted a resolution  setting forth a proposed  amendment of the  Certificate of
Incorporation  of  the  corporation,  declaring  the  proposed  amendment  to be
advisable and in the best interest of the corporation and its stockholders,  and
directing  that the proposed  amendment be considered at the next annual meeting
of the  stockholders  of the  corporation.  The  resolution  setting  forth  the
proposed amendment is as follows:

          Resolved, that Paragraph 1. of the Certificate of Incorporation of the
     Corporation is hereby amended,  subject to stockholder approval, to read in
     its entirety as follows:

               "1. The name of the corporation is Nu Skin Enterprises, Inc. (the
          "Corporation")."

          Second:  That  thereafter,  pursuant  to  resolution  of its  Board of
     Directors and upon the vote of its  stockholders at the 1998 Annual Meeting
     of Stockholders, the necessary number of shares as required by statute were
     voted in favor of the amendment.

          Third:  That said  amendment was duly adopted in  accordance  with the
     provisions  of Section 242 of the General  Corporation  Law of the State of
     Delaware.

     IN WITNESS  WHEREOF,  said  corporation  has caused this  Certificate to be
signed by Steven J. Lund, President and Chief Executive Officer, and attested by
Keith R. Halls, Secretary, this ____ day of May 1998.


                                      NU SKIN ASIA PACIFIC, INC.


                                      By:
                                         Steven J. Lund
                                         President and Chief Executive Officer


ATTEST:



Keith R. Halls
Secretary