Exhibit 3.1.4
                           CERTIFICATE OF AMENDMENT
                                    TO THE
                         CERTIFICATE OF INCORPORATION

                                      of

                       BIO-REFERENCE LABORATORIES, INC.


To:   The Secretary of State
      State of New Jersey

      Pursuant to the provisions of Section 14A:7-2(2),  Corporations,  General,
of  the  New  Jersey  statutes,   the  undersigned   corporation  executes  this
certificate of amendment to its certificate of incorporation:

      1.    The name of the corporation (hereinafter called the
"Corporation") is Bio-Reference Laboratories, Inc.

      2.  The  following  resolution  has  been  duly  adopted  by the  Board of
Directors of the  Corporation  as required by  Subsection  14A:7-2(3) of the New
Jersey Business Corporation Act.

      RESOLVED,  that pursuant to the authority vested in the Board of Directors
      of the Corporation in accordance with the provisions of its Certificate of
      Incorporation, the Board of Directors hereby creates a series of Preferred
      Stock,  $.10  par  value,  of  the  Corporation,  and  hereby  states  the
      designation and amount thereof and fixes the relative rights,  preferences
      and  limitations  thereof (in addition to the  provisions set forth in the
      Certificate of Incorporation  of the Corporation,  which are applicable to
      the preferred stock of all classes and series) as follows, so that ARTICLE
      (3) of the  Corporation's  Certificate of Incorporation  be, and it hereby
      is, amended by inserting therein the following  paragraph B(2) immediately
      following ARTICLE (3)(B), paragraph 7, paragraph B(1):

            B(2). Series A Junior Participating Preferred Stock.
                  ----------------------------------------------

      Section 1.  Designation  and Amount.  The shares of such  series  shall be
designated as "Series A Junior Participating  Preferred Stock" and the number of
shares constituting such series shall be 3,000.

      Section 2.        Dividends and Distributions.  (A) Subject to
the prior and superior rights of the holders of any shares of any
series of Preferred Stock ranking prior and superior to the shares

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of Series A Junior Participating Preferred Stock with respect to dividends,  the
holders  of shares of Series A Junior  Participating  Preferred  Stock  shall be
entitled to receive,  when,  as and if declared by the Board of Directors out of
funds legally available for the purpose,  quarterly dividends payable in cash on
the 15th day of March, June, September and December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"),  commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction  of a share of Series A Junior  Participating  Preferred  Stock,  in an
amount per share  (rounded to the nearest cent) equal to the greater of (a) $500
or (b) subject to the provision for  adjustment  hereinafter  set forth,  10,000
times the aggregate per share amount of all cash dividends, and 10,000 times the
aggregate per share amount (payable in kind) of all non-cash  dividends or other
distributions  other  than a  dividend  payable  in shares of Common  Stock or a
subdivision of the outstanding  shares of Common Stock (by  reclassification  or
otherwise),  declared  on the Common  Stock,  par value  $.01 per share,  of the
Corporation  (the "Common  Stock")  since the  immediately  preceding  Quarterly
Dividend Payment Date, or, with respect to the first Quarterly  Dividend Payment
Date,  since the first  issuance of any share or fraction of a share of Series A
Junior Participating  Preferred Stock. In the event the Corporation shall at any
time after  March 31,  1998 (the  "Rights  Declaration  Date") (i)  declare  any
dividend on Common Stock payable in shares of Common Stock,  (ii)  subdivide the
outstanding  Common Stock, or (iii) combine the outstanding  Common Stock into a
smaller number of shares,  then in each such case the amount to which holders of
shares  of  Series  A  Junior   Participating   Preferred  Stock  were  entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by  multiplying  such amount by a fraction the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (B) The Corporation  shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent  Quarterly Dividend Payment Date, a dividend of $500 per share on the
Series A Junior  Participating  Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of  Series A Junior  Participating  Preferred  Stock  from the  Quarterly
Dividend Payment Date next preceding the date of

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issue of such shares of Series A Junior  Participating  Preferred Stock,  unless
the date of issue of such  shares  is  prior to the  record  date for the  first
Quarterly  Dividend  Payment  Date in which case  dividends on such shares shall
begin to accrue  from the date of issue of such  shares,  or unless  the date of
issue is a Quarterly  Dividend  Payment  Date or is a date after the record date
for the  determination  of  holders  of shares of Series A Junior  Participating
Preferred  Stock  entitled  to receive a  quarterly  dividend  and  before  such
Quarterly  Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
Accrued but unpaid  dividends  shall not bear  interest.  Dividends  paid on the
shares of Series A Junior  Participating  Preferred Stock in an amount less than
the total  amount of such  dividends  at the time  accrued  and  payable on such
shares  shall be  allocated  pro rata on a  share-by-share  basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the  determination  of  holders  of  shares  of  Series A  Junior  Participating
Preferred  Stock  entitled  to receive  payment of a  dividend  or  distribution
declared  thereon,  which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

      Section 3.        Voting Rights.  The holders of shares of Series
A Junior Participating Preferred Stock shall have the following
voting rights:

            (A) Subject to the provision for adjustment  hereinafter  set forth,
each share of Series A Junior  Participating  Preferred  Stock shall entitle the
holder  thereof  to  10,000  votes  on all  matters  submitted  to a vote of the
stockholders of the Corporation.  In the event the Corporation shall at any time
after the Rights  Declaration  Date (i)  declare any  dividend  on Common  Stock
payable in shares of Common Stock, (ii) subdivide the outstanding  Common Stock,
or (iii) combine the  outstanding  Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which  holders of shares
of Series A Junior Participating Preferred Stock were entitled immediately prior
to such event  shall be adjusted by  multiplying  such number by a fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

            (B) Except as  otherwise  provided  herein or by law, the holders of
shares of Series A Junior  Participating  Preferred Stock, the holders of shares
of Common  Stock and the holders of Series A Senior  Preferred  Stock shall vote
together as one class on all matters  submitted to a vote of stockholders of the
Corporation.

            (C)  (i)  If  at  any  time   dividends   on  any  Series  A  Junior
Participating Preferred Stock shall be in arrears in an amount

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equal to six (6) quarterly dividends thereon, the occurrence of such contingency
shall mark the beginning of a period  (herein  called a "default  period") which
shall  extend  until such time when all  accrued  and unpaid  dividends  for all
previous  quarterly  dividend  periods  and for the current  quarterly  dividend
period on all  shares  of Series A Junior  Participating  Preferred  Stock  then
outstanding  shall have been declared and paid or set apart for payment.  During
each default period,  all holders of Preferred Stock  (including  holders of the
Series A Junior Participating Preferred Stock) with dividends thereon, voting as
a  class,  irrespective  of  series,  shall  have the  right  to  elect  two (2)
Directors.

                  (ii)  During any  default  period,  such  voting  right of the
holders  of  Series A Junior  Participating  Preferred  Stock  may be  exercised
initially at a special  meeting called  pursuant to  subparagraph  (iii) of this
Section 3(C) or at any annual meeting of stockholders,  and thereafter at annual
meetings of stockholders,  provided that neither such voting right nor the right
of the holders of any other series of Preferred  Stock, if any, to increase,  in
certain cases, the authorized  number of Directors shall be exercised unless the
holders of ten percent (10%) in number of shares of Preferred Stock  outstanding
shall be present in person or by proxy.  The  absence of a quorum of the holders
of Common Stock shall not affect the exercise by the holders of Preferred  Stock
of such voting  right.  At any meeting at which the holders of  Preferred  Stock
shall exercise such voting right  initially  during an existing  default period,
they shall have the right,  voting as a class,  to elect  Directors to fill such
vacancies,  if any,  in the Board of  Directors  as may then exist up to two (2)
Directors. If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have the
right to make such  increase in the number of Directors as shall be necessary to
permit the  election by them of the  required  number.  After the holders of the
Preferred  Stock  shall have  exercised  their right to elect  Directors  in any
default  period  and  during  the  continuance  of such  period,  the  number of
Directors  shall not be increased or decreased  except by vote of the holders of
Preferred  Stock as herein  provided  or  pursuant  to the  rights of any equity
securities   ranking   senior  to  or  pari  passu  with  the  Series  A  Junior
Participating Preferred Stock.

                  (iii) Unless the holders of Preferred  Stock shall,  during an
existing  default  period,  have  previously  exercised  their  right  to  elect
Directors,  the Board of Directors may order, or any stockholder or stockholders
owning in the  aggregate  not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding,  irrespective of series, may request, the
calling of special  meeting of the holders of  Preferred  Stock,  which  meeting
shall thereupon be called by the President, a Vice-President or the

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Secretary of the  Corporation.  Notice of such meeting and of any annual meeting
at which  holders of  Preferred  Stock are  entitled  to vote  pursuant  to this
paragraph  (C) (iii) shall be given to each holder of record of Preferred  Stock
by mailing a copy of such notice to him at his last  address as the same appears
on the books of the  Corporation.  Such  meeting  shall be called for a time not
earlier  than 10 days and not later  than 60 days after such order or request or
in default of the calling of such meeting may be called on similar notice by any
stockholder  or  stockholders  owning in the aggregate not less than ten percent
(10%)  of  the  total   number  of  shares  of  Preferred   Stock   outstanding.
Notwithstanding  the  provisions  of this  paragraph  (C)(iii),  no such special
meeting shall be called during the period within 60 days  immediately  preceding
the date fixed for the next annual meeting of the stockholders.

                  (iv) In any default period,  the holders of Common Stock,  and
other classes of stock of the  Corporation if  applicable,  shall continue to be
entitled to elect the whole number of  Directors  until the holders of Preferred
Stock shall have  exercised  their right to elect two (2) Directors  voting as a
class,  after the  exercise of which right (x) the  Directors  so elected by the
holders of Preferred Stock shall continue in office until their successors shall
have been elected by such holders or until the expiration of the default period,
and (y) any  vacancy  in the Board of  Directors  may  (except  as  provided  in
paragraph  (C)(ii) of this  Section  3) be filled by vote of a  majority  of the
remaining  Directors  theretofore elected by holders of the class of stock which
elected the Director whose office shall have become  vacant.  References in this
paragraph (C) to Directors elected by the holders of a particular class of stock
shall include  Directors elected by such Directors to fill vacancies as provided
in clause (y) of the foregoing sentence.

                  (v) Immediately  upon the expiration of a default period,  (x)
the right of the holders of Preferred  Stock as a class to elect Directors shall
cease,  (y) the term of any Directors  elected by the holders of Preferred Stock
as a class shall terminate, and (z) the number of Directors shall be such number
as  may  be  provided  for  in  the  certificate  of  incorporation  or  by-laws
irrespective  of any  increase  made  pursuant to the  provisions  of  paragraph
(C)(ii)  of this  Section  3 (such  number  being  subject,  however,  to change
thereafter in any manner provided by law or in the certificate of  incorporation
or by-laws).  Any vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding  sentence may be filled by a majority of
the remaining Directors.

            (D)  Except  as  set  forth  herein,  holders  of  Series  A  Junior
Participating  Preferred  Stock  shall have no special  voting  rights and their
consent shall not be required (except to the

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extent  they are  entitled  to vote with  holders  of Common  Stock as set forth
herein) for taking any corporate action.

      Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other
dividends  or  distributions  payable  on  the  Series  A  Junior  Participating
Preferred  Stock as provided in Section 2 are in arrears,  thereafter  and until
all accrued and unpaid dividends and distributions,  whether or not declared, on
shares of Series A Junior  Participating  Preferred Stock outstanding shall have
been paid in full, the Corporation shall not

                  (i) declare or pay dividends on, make any other  distributions
            on, or redeem or purchase or otherwise acquire for consideration any
            shares of stock  ranking  junior  (either  as to  dividends  or upon
            liquidation,  dissolution  or  winding  up) to the  Series  A Junior
            Participating Preferred Stock;

                  (ii)   declare  or  pay   dividends   on  or  make  any  other
            distributions  on any shares of stock ranking on a parity (either as
            to dividends or upon  liquidation,  dissolution  or winding up) with
            the Series A Junior Participating  Preferred Stock, except dividends
            paid ratably on the Series A Junior  Participating  Preferred  Stock
            and all such  parity  stock on which  dividends  are  payable  or in
            arrears in  proportion  to the total amounts to which the holders of
            all such shares are then entitled;

                  (iii)   redeem  or   purchase   or   otherwise   acquire   for
            consideration  shares of any stock ranking on a parity (either as to
            dividends or upon  liquidation,  dissolution or winding up) with the
            Series A Junior  Participating  Preferred  Stock,  provided that the
            Corporation  may at any time redeem,  purchase or otherwise  acquire
            shares of any such parity  stock in exchange for shares of any stock
            of the  Corporation  ranking  junior (either as to dividends or upon
            dissolution,  liquidation  or  winding  up) to the  Series  A Junior
            Participating Preferred Stock;

                  (iv) redeem or purchase or otherwise acquire for consideration
            any shares of Series A Junior Participating  Preferred Stock, or any
            shares  of  stock  ranking  on a  parity  with  the  Series A Junior
            Participating  Preferred Stock, except in accordance with a purchase
            offer made in writing or by publication  (as determined by the Board
            of  Directors)  to all holders of such shares upon such terms as the
            Board of Directors,  after  consideration  of the respective  annual
            dividend

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            rates and other  relative  rights and  preferences of the respective
            series and  classes,  shall  determine  in good faith will result in
            fair and equitable treatment among the respective series or classes.

            (B)  The  Corporation   shall  not  permit  any  subsidiary  of  the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the Corporation  unless the Corporation  could,  under paragraph (A) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

      Section 5. Reacquired Shares. Any shares of Series A Junior  Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever  shall be  retired  and  cancelled  promptly  after  the  acquisition
thereof.  All such shares shall upon their  cancellation  become  authorized but
unissued  shares of Preferred  Stock and may be reissued as part of a new series
of Preferred  Stock to be created by resolution or  resolutions  of the Board of
Directors,  subject to the  conditions  and  restrictions  on issuance set forth
herein.

      Section 6.        Liquidation, Dissolution or Winding Up.

            (A) Upon any  liquidation  (voluntary or otherwise),  dissolution or
winding up of the Corporation,  no distribution  shall be made to the holders of
shares of stock  ranking  junior  (either as to dividends  or upon  liquidation,
dissolution or winding up) to the Series A Junior Participating  Preferred Stock
unless,  prior thereto,  the holders of shares of Series A Junior  Participating
Preferred Stock shall have received  $10,000 per share,  plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series A Liquidation  Preference").  Following
the  payment  of the full  amount of the  Series A  Liquidation  Preference,  no
additional  distributions  shall be made to the  holders  of  shares of Series A
Junior  Participating  Preferred  Stock unless,  prior  thereto,  the holders of
shares of Common  Stock  shall have  received  an amount per share (the  "Common
Adjustment")  equal  to the  quotient  obtained  by  dividing  (i) the  Series A
Liquidation Preference by (ii) 10,000 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of  Series A Junior  Participating  Preferred  Stock  and  Common  Stock,
respectively,  holders  of  Series A Junior  Participating  Preferred  Stock and
holders of shares of Common Stock shall receive their ratable and  proportionate
share of the remaining  assets to be  distributed in the ratio of the Adjustment
Number to 1 with respect

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to such Preferred Stock and Common Stock, on a per share basis,
respectively.

            (B) In the  event,  however,  that there are not  sufficient  assets
available to permit  payment in full of the Series A Liquidation  Preference and
the  liquidation  preferences  of all other series of preferred  stock,  if any,
which rank on a parity with the Series A Junior  Participating  Preferred Stock,
then such remaining  assets shall be distributed  ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.  In the
event, however, that there are not sufficient assets available to permit payment
in  full  of  the  Common  Adjustment,  then  such  remaining  assets  shall  be
distributed ratably to the holders of Common Stock.

            (C) In the event the Corporation  shall at any time after the Rights
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the  Adjustment  Number  in  effect  immediately  prior to such  event  shall be
adjusted by multiplying  such  Adjustment  Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

      Section 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case the shares of
Series  A  Junior  Participating  Preferred  Stock  shall  at the  same  time be
similarly  exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount
of stock,  securities,  cash and/or any other property (payable in kind), as the
case may be,  into which or for which  each share of Common  Stock is changed or
exchanged.  In the  event the  Corporation  shall at any time  after the  Rights
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the  preceding  sentence with respect to the exchange or
change  of  shares of Series A Junior  Participating  Preferred  Stock  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.


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      Section 8.        No Redemption.  The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

      Section 9.  Ranking.  The Series A Junior  Participating  Preferred  Stock
shall rank junior to all other series of the Corporation's Preferred Stock as to
the payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

      Section 10. Amendment. The Certificate of Incorporation of the Corporation
shall not be further  amended  in any manner  which  would  materially  alter or
change  the  powers,  preferences  or  special  rights  of the  Series  A Junior
Participating  Preferred  Stock  so as to  affect  them  adversely  without  the
affirmative  vote of the  holders of  two-thirds  of the  outstanding  shares of
Series A Junior Participating  Preferred Stock, voting separately as a class; it
being understood that nothing in this Section 10 shall be deemed to restrict the
Corporation from designating  additional shares of Series A Junior Participating
Preferred Stock if the Board of Directors  determines that it is necessary to do
so in order to achieve the purposes of the Rights  Agreement,  dated as of March
31, 1998 between the Corporation and American Stock Transfer & Trust Company.

      Section 11. Fractional  Shares.  Series A Junior  Participating  Preferred
Stock may be issued in fractions of a share which shall entitled the holder,  in
proportion to such holders fractional shares, to exercise voting rights, receive
dividends,  participate  in  distributions  and to have the benefit of all other
rights of holders of Series A Junior Participating Preferred Stock.

      IN WITNESS  WHEREOF,  Bio-Reference  Laboratories,  Inc.  has caused  this
Certificate of Amendment to the Certificate of Incorporation to be duly executed
this day of March 31, 1998.

                                    BIO-REFERENCE LABORATORIES, INC.



                                 By /s/Marc D. Grodman
                                   -------------------
                                    Marc D. Grodman, President



Attest:



/s/Sam Singer
Sam Singer, Secretary

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