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                                                                     EXHIBIT 3.2
                           CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                         COMMONWEALTH ENERGY CORPORATION


                  The undersigned certify that:

         1.       They are the president and secretary, respectively of
COMMONWEALTH ENERGY CORPORATION, a California corporation.

         2.       Article Four of the Articles of Incorporation of this
corporation is amended to read as follows:

                           This corporation is authorized to issue two classes
                  of shares which shall be designated "common" shares and
                  "preferred" shares. The total amount of common shares that may
                  be issued is fifty million (50,000,000). The total number of
                  preferred shares that this corporation shall have the
                  authority to issue is ten million (10,000.000). Said preferred
                  shares shall have the rights, privileges and preferences as
                  determined by the board of directors from time to time.

         3.       The foregoing amendment of Articles of Incorporation has been
duly approved by the board of directors.

         4.       The foregoing amendment of Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 and Section 903, California Corporations Code. The total number of
outstanding common shares of the corporation is 10,939.931. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50%. The total number of outstanding
preferred shares of the corporation is 919,000. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.

                  We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.

Date: December 31, 1998                 /s/ David Mensch
                                        ---------------------------------------
                                        David Mensch, President

/s/ Donnie E. Price
-------------------------------
Donnie E. Price, Secretary