EXHIBIT 3(ii)

                          WRITTEN CONSENT OF DIRECTORS
                                       OF
                        SPARTA COMMERCIAL SERVICES, INC.


     The undersigned, being all of the directors of Sparta Commercial Services,
Inc., a Nevada corporation (the "Company"), hereby adopt the following
resolutions in writing in lieu of a meeting:

     RESOLVED, that effective immediately, in accordance with the provisions of
Article VI of the Company's By-laws, Section 1 of Article III thereof is hereby
deleted in its entirety and the following new Section 1 is substituted
therefore:

     SECTION 1. NUMBER AND TERM. - The number of directors shall be between two
(2) and ten (10). The number of directors shall be set by the then current
members of the Board of Directors. The directors shall be elected at the annual
meeting of the stockholders and each director shall be elected to serve until
his successor shall be elected and shall qualify. A director need not be a
stockholder. In the case of a vacancy as a result in an increase in the number
of directors, the Board of Directors shall fill such vacancy at a special
meeting thereof.

     RESOLVED, that the officers of the Company are hereby authorized and
directed to execute and deliver all such documents and to take all such other
actions as they shall deem necessary or in the best interests of the Company to
effectuate the intent of the foregoing resolutions and the transactions
contemplated thereby.

     IN WITNESS WHEREOF, the undersigned have executed this Written Consent as
of the 13th day of December, 2004.


/s/ Anthony L. Havens                     /s/ Sandra L. Ahman
-------------------------                 -------------------------
Anthony L. Havens                         Sandra L. Ahman