AMENDMENT


TO ARTICLES OF INCORPORATION

OF

PREMIER BRANDS, INC.



	In accordance with Sections 16-10s-1003 and 16-10s-1006 of the Utah Revised
Business Corporation act Premier Erands  Inc . a Utah Corporation
(the Corporation), does hereby adopt the following amendment
(the Amendment) to the articles of Incorporation.

1. The corporation's Articles of incorporation are hereby amended to add a new
articles
2. XIII, which shall be and read as follows:


ARTICLE XIII

SHAREHOLDER ACTION WITHOUT A MEETING

	       Pursuant to Sections 16-10s and 16-10s-1704(4) of the Utah Revised
Business Corporation Act, any section which may be taken at any annual or
special meeting of shareholders may me taken without a meeting and without
prior notice, if one or more contents in writing setting fourth the action so
taken, shall be signed by the  holders of contanting  shares having not less
than the minimum number of votes that would be necessary to authorize or
takes action at a meeting at which all shares entitled to vote
thereon was present and voted.

3. Except as specified provided hereas the provisions of the Corporation's
Articles of incorporation shall remain .
unamended and shall continue in full force and effect.


 By extension of this Amendment to the Articles o Incorporation, the President
and Secretary
4. of the Corporation do hereby certify that the foregoing Amendment to the
Articles of Incorporation was adopted as an Amendment to the original
Articles of Incorporation of the Corporation by the shareholders of the
Corporation at a Special meeting of the shareholders held on September 16,
1998, pursuant to proper notice, as of August  26,1998,
the record date for the Shareholders action there were 1,641.254