EXHIBIT 3.1.2
   CERTIFICATE
OF AMENDMENT
 TO
 RESTATED
CERTIFICATE OF INCORPORATION
 (Filed on
6/25/2007)
  
 Pursuant
to Section 242 of the
 General
Corporation Law of
 the
State ofDelaware
  HERCULES INCORPORATED (the
"Corporation"), a corporation duly organized and existing under
theGeneral Corporation Lawof
the State of Delaware, does hereby certify as follows:
   1.
              The
      Restated Certificate of Incorporation of the Corporation is hereby amended
      by deleting the text of Paragraph 1 of Section I of Article Sixth thereof
      and inserting the following in lieu
thereof:
   “1.
Except as otherwise fixed by or pursuant to the provisions of Article Fourth of
the Restated Certificate of Incorporation relating to the rights of holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, the Board of Directors of the Corporation shall consist of not
less than seven (7) nor more than eighteen (18) persons. The exact number of
directors within the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of the entire Board of Directors. At the 2008
Annual Meeting of Stockholders, the successors of the directors whose terms
expire at the meeting shall be elected for a term expiring at the 2009 Annual
Meeting of Stockholders and each shall hold office until the next succeeding
annual meeting and until his or her successor shall be elected and shall
qualify, but subject to prior death, resignation, disqualification, removal or
departure from the Board for other cause; at the 2009 Annual Meeting of
Stockholders, the successors of the directors whose terms expire at that meeting
shall be elected for a term expiring at the 2010 Annual Meeting of Stockholders
and each shall hold office until the next succeeding annual meeting and until
his or her successor shall be elected and shall qualify, but subject to prior
death, resignation, disqualification, removal or departure from the Board for
other cause; and at each annual meeting of stockholders thereafter, the
directors shall be elected for terms expiring at the next annual meeting of
stockholders and each shall hold office until the next succeeding annual meeting
and until his or her successor shall be elected and shall qualify, but subject
to prior death, resignation, disqualification, removal or departure from the
Board for other cause.”
   2.
              The
      foregoing amendment was duly adopted by the Board of Directors of the
      Corporation and its stockholders in accordance with the provisions of
      Sections 242 of the General Corporation Law of the State of Delaware and
      Paragraph 6 of Section I of Article Sixth of the Restated Certificate of
      Incorporation.
   IN WITNESS WHEREOF, HERCULES
INCORPORATED has caused this Certificate to be executed by Israel J.
Floyd, its Corporate Secretary and General Counsel, on this 22nd day of June,
2007.
   HERCULES
INCORPORATED
     By:           /s/IsraelJ.
Floyd
 Israel J.
Floyd
 Corporate Secretary
and
 General
Counsel