ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                               TMI HOLDINGS, INC.


     Pursuant  to  Section 607.1006 of the Business Corporation Act of the State
of  Florida, the undersigned, being the Chief Executive Officer of TMI Holdings,
Inc.  (the  "Corporation"),  a  corporation  organized and existing under and by
virtue  of the Business Corporation Act of the State of Florida bearing Document
#S68597  does  hereby  certify:

     Pursuant  to  Written Consent of the Board of Directors of said Corporation
dated  May  2,  2003, the Board of Directors approved the following amendment to
the  Corporation's  Articles  of  Incorporation  authorizing  an increase in the
number  of  shares  of stock that the Corporation shall have authority to issue.

     FIRST:  Article  IV of the Corporation's Articles of Incorporation shall be
deleted  in  its  entirety  and  replaced  with  the  following:

                                   "ARTICLE IV
                                     SHARES

     This  Corporation  is authorized to issue two classes of shares of stock to
be  designated  as  "Common  Stock"  and "Preferred Stock".  The total number of
shares  of  Common Stock which this Corporation is authorized to issue is Thirty
Million  (30,000,000)  shares,  par  value $0.01.  The total number of shares of
Preferred  Stock  which  this  Corporation is authorized to issue is One Million
Five  Hundred  Thousand  (1,500,000)  shares,  par  value  $0.01.

     The  shares  of  Preferred  Stock may be issued from time to time in one or
more  series.  The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is  expressly  authorized to provide for the issue of all or any of
the  shares  of the Preferred Stock in one or more series, and to fix the number
of  shares  and  to determine or alter for each such series, such voting powers,
full  or  limited,  or no voting powers, and such designations, preferences, and
relative,  participating,  optional,  or  other  rights and such qualifications,
limitations,  or  restrictions  thereof, as shall be stated and expressed in the
resolution  or  resolutions  adopted by the Board of Directors providing for the
issue  of  such shares (a "Preferred Stock Designation") and as may be permitted
by  the General Corporation Law of the State of Florida.  The Board of Directors
is  also  expressly authorized to increase or decrease (but not below the number
of  shares  of  such series then outstanding) the number of shares of any series
subsequent  to the issue of shares of that series.  In case the number of shares
of  any such series shall be so decreased, the shares constituting such decrease
shall  resume  the  status that they had prior to the adoption of the resolution
originally  fixing  the  number  of  shares  of  such  series."



     IN  WITNESS  WHEREOF,  I  have  hereunto  subscribed  to  and executed this
Amendment  to  Articles  of  Incorporation  on  June  17,  2003.




---------------------------------------
Scott  Siegel
Chief  Executive  Officer