EXHIBIT 3


                            ARTICLES OF AMENDMENT OF
                          ARTICLES OF INCORPORATION OF
                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.


         The undersigned, as President and Chief Executive Officer of Appliance
Recycling Centers of America, Inc. (the "Corporation"), a corporation subject to
the provisions of Chapter 302A of the Minnesota Statutes, does hereby certify
that the following resolutions were adopted by the Corporation's Board of
Directors, by the required vote of said Directors, on March 23, 1998 and were
approved by the shareholders of the Corporation, by the required vote, on April
30, 1998:

         NOW, THEREFORE, BE IT RESOLVED, that Article 3, paragraph A of the
         Corporation's Articles of Incorporation hereby is amended to read as
         follows:

                          "ARTICLE 3. AUTHORIZED SHARES

                           The total number of shares of capital stock which the
                  corporation shall have authority to issue is twelve million
                  (12,000,000) shares, of which ten million (10,000,000) shares
                  shall be Common Stock, without par value, and two million
                  (2,000,000) shares shall be preferred stock.

                           The Preferred Stock may be issued from time to time
                  in one or more series. The Board of Directors is expressly
                  authorized, in the resolution or resolutions providing for the
                  issuance of any wholly unissued series of Preferred Stock to
                  fix, state and express the powers, rights, designations,
                  preferences, qualifications, limitations and restrictions
                  thereof, including without limitation: the par value; the rate
                  of dividends upon which and the times at which dividends of
                  shares of such series shall by payable and the preference, if
                  any, which such dividends shall have relative to dividends on
                  shares of any other class or classes or any other series of
                  stock of the corporation; whether such dividends shall be
                  cumulative or noncumulative, and if cumulative, the date or
                  dates from which dividends on shares of such series shall be
                  cumulative; the voting rights, if any, to be provided for
                  shares of such series; the rights, if any, which the holders
                  of shares of such series shall have in the event of any
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the affairs of the corporation; the rights, if any,
                  which the holders of shares of such series shall have to
                  convert such shares into or exchange such shares for shares of
                  stock of the corporation, and the terms and conditions,




                  including price and rate of exchange of such conversion or
                  exchange; and the redemption rights (including sinking fund
                  provisions), if any, for shares of such series; and such other
                  powers, rights, designations, preferences, qualifications,
                  limitations and restrictions as the Board of Directors may
                  desire to so fix. The Board of Directors is also expressly
                  authorized to fix the number of shares constituting such
                  series and to increase or decrease the number of shares of any
                  series prior to the issuance of shares of that series and to
                  increase or decrease the number of shares of any series
                  subsequent to the issuance of shares of that series, but not
                  to decrease such number below the number of shares
                  outstanding. In case the number of shares of any series shall
                  be so decreased, the shares constituting such decrease shall
                  resume the status which they had prior to the adoption of the
                  resolution originally fixing the number of shares of such
                  series."

         FURTHER RESOLVED, that the Corporation's officers are hereby authorized
         and directed to execute such documents and certificates and to take
         such other actions and incur such other expenses as they may deem
         necessary to effectuate such Amendment, including, but not limited to,
         the execution and filing of Articles of Amendment with the Minnesota
         Secretary of State.


IN WITNESS WHEREOF, I have set my hand this.30th day of April, 1998.




                                           /s/ EDWARD R. CAMERON
                                           -------------------------------------
                                           Edward R. Cameron
                                           President and Chief Executive Officer

State of Minnesota
Department of State
Filed
May 5, 1998
Joan Anderson Growe
Secretary of State