Exhibit 3.3	ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
                THE REGISTRANT FILED DECEMBER 5, 1994

                              ARTICLES OF AMENDMENT
                                    to the
                            ARTICLES OF INCORPORATION

	Pursuant to the provisions of the Colorado Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:

	FIRST:       The name of the Corporation is BDR Industries, Inc.

	SECOND: The following amendment to the Articles of Incorporation
was adopted by the board of  Directors on October 3, 1994, as prescribed by
the Colorado Business Corporation Act, in the manner marked with an "x"
below:
          x
        ----- Such amendment was adopted by the board of directors as no
              preferred shares have been issued and no shareholder action
              is required .

        ----- Such amendment was adopted by a vote of the shareholders.
              The number of shares voted for the amendment was sufficient
              for approval.

                                  ARTICLE IV
                                 Capital Stock
                               ----------------

       The aggregate number of shares which this Corporation shall have
authority to issue is 250,000,000 common shares, no par value, and
50,000,000 preferred shares, $1.00 par value.  One million (1,000,000) of
the preferred shares shall be designated as Class A Preferred Shares and
shall have super voting power wherein each Class A Preferred Shareholder
shall receive 100 votes per share held and shall have non-dilution rights
and one million ($1,000,000) of the preferred shares shall be designated as
Class B Preferred Shares and shall have conversion rights wherein each
Class B Preferred Share may be converted into 10 shares of common stock.

	THIRD:          The manner, if not set forth in such amendment, in
which any exchange, classification, or cancellation of issued shares
provided for in this amendment shall be effected, is as follows: None.

	FOURTH: The manner in which such amendment effects a change in the
amount of state capital, and the amount of stated capital as changed by
such amendment, are as follows: None.


				BDR INDUSTRIES, INC.

				By: /S/ AME VAUGHAN
				    Ame Vaughan, President