EXHIBIT 3.2

                            ARTICLES OF AMENDMENT TO
                       THE AMENDED AND RESTATED CHARTER OF
                            PACER INTERNATIONAL, INC.

     Pursuant to the provisions of Section 48-20-103 of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its charter:

     1.   The name of the corporation is: Pacer International, Inc.

     2.   The text of each amendment adopted is:

     The first three paragraphs, for greater certainty ending with the words
"par value of one cent ($.01) ("Preferred Stock")," of Article 5 are deleted in
their entirety and replaced with the following:

          5.   Authorized Shares. The Corporation shall have authority, acting
               by its board of directors, to issue not more than one hundred
               fifty-one million (151,000,000) shares divided into classes as
               follows:

                           (a) One hundred and fifty million (150,000,000)
         shares shall be shares of common stock, each with a par value of one
         cent ($.01) ("Common Stock"). All shares of Common Stock shall be one
         and the same class and when issued shall have equal rights of
         participation in dividends and assets of the Corporation and shall be
         non-assessable. Each outstanding share of Common Stock shall be
         entitled to one vote on each matter submitted to a vote at a meeting of
         shareholders. There shall be no cumulative voting of the Common Stock
         of the Corporation.

                           (b) One million (1,000,000) shares shall be shares of
         preferred stock, each with a par value of one cent ($.01) ("Preferred
         Stock").

          3.   The amendment was duly adopted by the stockholders of the
               corporation on [insert date].


Date:  [insert date]

Pacer International, Inc.

By: ___________________________________
         Name:
         Title: