NEW JERSEY DIVISION OF REVENUE
              RESTATED CERTIFICATE OF INCORPORATION
                               of
                 DYNASIL CORPORATION OF AMERICA

To: Treasurer, State of New Jersey

Pursuant  to  the provisions of Sections 14A:7-2(4) and  14A:9-5,
Corporations,   General,  of  the  New   Jersey   Statutes,   the
undersigned  corporation hereby executes the  following  Restated
Certificate of Incorporation:

Dated: May 6, 2005

1. The name of the corporation is Dynasil Corporation of America.

2.  The  purposes for which the Corporation is organized  are  to
engage  in  any and all activities within the purposes for  which
corporations  may  be  organized under the  New  Jersey  Business
Corporation Act.

3.  The  Corporation  is  authorized to  issue  an  aggregate  of
35,000,000  shares, consisting of two classes,  as  follows:  One
class  of  stock shall be 25,000,000 authorized shares of  Common
Stock,  par  value $0.0005 per share. The other  class  of  stock
shall  be  10,000,000 authorized shares of Preferred  Stock,  par
value  $0.001. The Preferred Stock, or any series thereof,  shall
have  such designations, preferences and relative, participating,
optional  or other special rights and qualifications, limitations
or  restrictions thereof as shall be expressed in the  resolution
or  resolutions providing for the issue of such stock adopted  be
the  board  of  directors and may be made  dependent  upon  facts
ascertainable outside such resolution or resolutions of the board
of  directors, provided that the matter in which such facts shall
operate   upon   such  designations,  preferences,   rights   and
qualifications;  limitations or restrictions  of  such  class  or
series  of  stock  is  clearly and expressly  set  forth  in  the
resolution  or  resolutions providing for the  issuance  of  such
stock  by  the board of directors and filed pursuant  to  Section
14A:7-2(4) of the New Jersey Business Corporation Act.

4.   The   registered  office  of  the  Corporation  is   Dynasil
Corporation  of  America, Cooper Road and  Taunton  Avenue,  West
Berlin  Township,  Camden  County,  New  Jersey  08009  and   the
registered agent of the Corporation is Craig T. Dunham.

5.  The Board of Directors at the effective date of this Restated
Certificate  of  Incorporation  consists  of  three  (3)  members
elected by the Shareholders of the Corporation for a term of  one
(1)  year and until their respective successors are duly  elected
and  qualified. The names and addresses of the Board of Directors
at   the   effective  date  of  this  Restated   Certificate   of
Incorporation are:

     James Saltzman 1508 Gypsy Hill Road, Gwynedd, PA 19437
     Craig T. Dunham 385 Cooper Road, West Berlin, NJ 08091
     David Manzi 315 Richard Mine Road, Wharton, NJ 07885

6. The duration of the Corporation is and shall be perpetual.

7.  Any directorship to be filled by reason of an increase in the
number  of  Directors  may  be filled  either  by  the  Board  of
Directors  or by the Shareholders at an annual meeting  or  at  a
special meeting of Shareholders called for that purpose.

8.  The  Board  of  Directors shall  have  the  power  to  remove
Directors  for  cause and to suspend Directors  pending  a  final
determination that cause exists for removal.

9.  Advance notice of shareholder nominations for the election of
Directors shall be given in the manner provided in the Bylaws  of
the  Corporation.  Notwithstanding  anything  contained  in  this
Certificate  of  Incorporation to the contrary,  the  affirmative
vote of the holders of at least 80 percent of the voting power of
all  the shares of the Corporation entitled to vote generally  in
the  election  of directors, voting together as a  single  class,
shall  be  required to alter, amend or repeal this Article  9  to
adopt any provision inconsistent therewith.

10.  Any  action required or permitted to be taken by the holders
of the Common Stock of the Corporation must be effected at a duly
called  annual or special meeting of such holders and may not  be
effected  by  any consent in writing by such holders.  Except  as
otherwise  required by law, special meetings of  shareholders  of
the  Corporation  may be called only by the  Board  of  Directors
pursuant  to  a resolution approved by a majority of  the  entire
Board of Directors or as otherwise provided in the Bylaws of  the
Corporation.   Notwithstanding   anything   contained   in   this
Certificate  of  Incorporation to the contrary,  the  affirmative
vote of the holders of at least 80 percent of the voting power of
all  the shares of the Corporation entitled to vote generally  in
the  election  of  directors voting together as a  single  class,
shall be required to alter, amend or repeal this Article 10 or to
adopt any provision inconsistent therewith.

11.  The  vote  of  shareholders of the Corporation  required  to
approve  any Business Combination shall be as set forth  in  this
Article  11.  The  term  "Business Combination"  shall  have  the
meaning  ascribed  to  it in (a)(B) of this Article;  each  other
capitalized  term  used in this Article shall  have  the  meaning
ascribed to it in (c) of this Article.

(a)(A) In addition to any affirmative vote required by law or the
Certificate  of Incorporation, and except as otherwise  expressly
provided in (b) of this Article 11, a Business Combination  shall
not be consummated without the affirmative vote of the holders of
at  least  80  percent of the combined voting power of  the  then
outstanding  shares of stock of all classes  and  series  of  the
Corporation  entitled  to  vote  generally  in  the  election  of
directors  ("Voting Stock"), in each case voting  together  as  a
single   class.   Such  affirmative  vote   shall   be   required
notwithstanding the fact that no vote may be required, or that  a
lesser  percentage may be specified, by law or by the Certificate
of Incorporation or in any agreement with any national securities
exchange or otherwise.

(B)  The  term "Business Combination" as used in this Article  11
shall mean:

(1)  any  merger  or  consolidation of  the  Corporation  or  any
Subsidiary with (i) any Interested Shareholder or (ii) any  other
corporation  or  entity  (whether or  not  itself  an  Interested
Shareholder)  which  is,  or after each merger  or  consolidation
would be, an Affiliate of an Interested Shareholder; or

(2)  any  sale,  lease, exchange, mortgage, pledge,  transfer  or
other   disposition  (in  one  transaction   or   a   series   of
transactions)  to  or  with  any Interested  Shareholder  or  any
Affiliate  of any Interested Shareholder of all or a  Substantial
Part of the assets of the Corporation or any Subsidiary; or

(3) the issuance or transfer by the Corporation or any Subsidiary
(in   one  transaction  or  a  series  of  transactions)  of  any
securities of the Corporation or any Subsidiary to any Interested
Shareholder  or  any Affiliate of any Interested  Shareholder  in
exchange for cash, securities or other property (or a combination
thereof),  other  than  the  issuance  of  securities  upon   the
conversion  of convertible securities of the Corporation  or  any
Subsidiary which were not acquired by such Interested Shareholder
(or such Affiliate) from the Corporation or a Subsidiary; or

(4)  the adoption of any plan or proposal for the liquidation  or
dissolution  of the Corporation proposed by or on  behalf  of  an
Interested   Shareholder  or  any  Affiliate  of  any  Interested
Shareholder; or

(5)  any  reclassification of securities (including  any  reverse
stock  split),  or  recapitalization of the Corporation,  or  any
merger  or  consolidation  of the Corporation  with  any  of  its
Subsidiaries  or any other transaction (whether or  not  with  or
into  or otherwise involving an Interested Shareholder) which  in
any  such  case  has  the  effect,  directly  or  indirectly,  of
increasing the proportionate share of the outstanding  shares  of
any class or series of stock or securities convertible into stock
of  the  Corporation  or  any Subsidiary  which  is  directly  or
indirectly  beneficially owned by any Interested  Shareholder  or
any Affiliate of any Interested Shareholder;

(b)  The  provision  of  (a) of this  Article  11  shall  not  be
applicable to any Business Combination in respect of which all of
the conditions specified in either of the following paragraphs  A
and  B are met, and such Business Combination shall require  only
such  affirmative  vote  as is required  by  law  and  any  other
provision of the Certificate of Incorporation:

(A)  Such  Business  Combination shall have been  approved  by  a
majority  of  the Disinterested Directors, which  term,  in  this
Article,  refers to the Disinterested Director if there  is  only
one;

(B) Each of the six conditions specified in the following clauses
(1) through (6) shall have been met:

(1) the aggregate amount of the cash and the Fair Market Value as
of  the date of the consummation of the Business Combination (the
"Consummation Date" of any consideration other than  cash  to  be
received  by holders of Common Stock in such Business Combination
shall  be at least equal to the higher of the following: (i)  (if
applicable) the highest per share price (including any  brokerage
commissions, transfer taxes and soliciting dealers' fees) paid in
order to acquire any shares of Common Stock beneficially owned by
the  Interested  Shareholder which were acquired beneficially  by
such  Interested  Shareholder (x)  within  the  two  year  period
immediately  prior  to  the  Announcement  Date  or  (y)  in  the
transaction   in  which  it  became  an  Interested  Shareholder,
whichever  is higher (adjusted to reflect the occurrence  of  any
reclassification,  recapitalization, stock split,  reverse  stock
split,  stock  dividend  or other adjustment  in  the  number  of
outstanding   shares  of  Common  Stock  between  the   date   of
acquisition  by  the Interested Shareholder and the  Consummation
Date); or (ii) the Fair Market Value per share of Common Stock on
the  Announcement  Date or on the date on  which  the  Interested
Shareholder  became an Interested Shareholder (the  Determination
Date), whichever is higher; and

(2) the aggregate amount of the cash and the Fair Market Value as
of  the Consummation Date of any consideration other than cash to
be  received per share by holders of shares of any other class or
series of Voting Stock shall be at least equal to the highest  of
the  following (it being intended that the requirements  of  this
clause  (B)(2) shall be required to be met with respect to  every
class and series of such outstanding Voting Stock, whether or not
the  Interested  Shareholder beneficially owns any  shares  of  a
particular  class or series of Voting Stock): (i) (if applicable)
the highest per share price (including any brokerage commissions,
transfer  taxes and soliciting dealers' fees) paid  in  order  to
acquire  any  shares  of  such class or series  of  Voting  Stock
beneficially  owned  by  the Interested  Shareholder  which  were
acquired  beneficially by such Interested Shareholder (x)  within
the two-year period immediately prior to the Announcement Date or
(y)   in  the  transaction  in  which  it  became  an  Interested
Shareholder,  whichever  is  higher;  (ii)  (if  applicable)  the
highest  preferential amount per share to which  the  holders  of
shares  of  such class or series of Voting Stock are entitled  in
the   event   of   any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the Corporation; and (iii) the  Fair
Market Value per share of such class or series of Voting Stock on
the  Announcement  Date or the Determination Date,  whichever  is
higher; and

(3)  the  consideration to be received by holders of a particular
class  or  series  of outstanding Voting Stock (including  Common
Stock)  shall  be in cash or in the same form as  was  previously
paid  in  order to acquire beneficially shares of such  class  or
series  of  Voting  Stock  that are  beneficially  owned  by  the
Interested   Share  holder  and  if  the  Interested  Shareholder
beneficially  owns shares of any class or series of Voting  Stock
that  were acquired with varying forms of consideration, the form
of  consideration  to be received by holders  of  such  class  or
series  of Voting Stock shall be either cash or the form used  to
acquire  beneficially the largest number of shares of such  class
or  series of Voting Stock beneficially acquired by it  prior  to
the Announcement Date; and

(4)  after  such Interested Shareholder has become an  Interested
Shareholder  and  prior  to  the consummation  of  such  Business
Combination:  (i)  except  as  approved  by  a  majority  of  the
Disinterested  Directors, there shall have  been  no  failure  to
declare and pay at the regular dates therefore the full amount of
any dividends (whether or not cumulative) payable on any class or
series of stock having a preference over the Common Stock  as  to
dividends or upon liquidation; (ii) there shall have been (x)  no
reduction  in  the annual rate of dividends paid  on  the  Common
Stock  (except  as  necessary to reflect any subdivision  of  the
Common   Stock),  except  as  approved  by  a  majority  of   the
Disinterested Directors, and (y) an increase in such annual  rate
of dividends (as necessary to prevent any such reduction ) in the
event  of  any  reclassification  (including  any  reverse  stock
split),   recapitalization,   reorganization   or   any   similar
transaction  which  has  the effect of  reducing  the  number  of
outstanding shares of the Common Stock, unless the failure so  to
increase  such  annual rate was approved by  a  majority  of  the
Disinterested  Directors; and (iii) such  Interested  Shareholder
shall  not  have  become the beneficial owner of  any  additional
shares of Voting Stock except as part of the transaction in which
it became an Interested Shareholder; and

(5)  after  such Interested Shareholder has become an  Interested
Shareholder  such Interested Shareholder shall not have  received
the benefit, directly or indirectly (except proportionately as  a
shareholder),  of  any  loans, advances, guarantees,  pledges  or
other financial assistance or tax credits or other tax advantages
provided  by the Corporation, whether in anticipation  of  or  in
connection with such Business Combination or otherwise; and

(6)  a  proxy  or information statement describing  the  proposed
Business Combination and complying with the requirements  of  the
Securities  Exchange  Act of 1984 and the rules  and  regulations
thereunder  (or  any  subsequent provisions replacing  such  Act,
rules  or regulations) shall be mailed to public shareholders  of
the  Corporation  at least 30 days prior to the  consummation  of
such   Business  Combination  (whether  or  not  such  proxy   or
information statement is required to be mailed pursuant  to  such
Act or subsequent provisions).

(c) For the purposes of this Article 11:

(A)  A  "person" shall mean any individual, firm, corporation  or
other entity.

(B)  "Interested Shareholder" shall mean any person  (other  than
the  Corporation or any Subsidiary and except as provided  below)
who   or  which:  (1)  is  the  beneficial  owner,  directly   or
indirectly, of more than 20 percent of the combined voting  power
of  the  then outstanding shares of Voting Stock; or  (2)  is  an
Affiliate of the Corporation and at any time within the  two-year
period  immediately  prior to the date  in  question,  except  as
provided below, was the beneficial owner, directly or indirectly,
of  20  percent or more of the combined voting power of the  then
outstanding shares of Voting Stock; or (3) is an assignee of  any
shares  of Voting Stock that were at any time within the two-year
period  immediately  prior to the date  in  question,  except  as
provided below, beneficially owned by any Interested Shareholder,
if  such  assignment  shall have occurred  in  the  course  of  a
transaction  or  series of transactions not  involving  a  public
offering  within  the  meaning of the  Securities  Act  of  1933.
Notwithstanding the above, a person who or which would  otherwise
be  an Interested Shareholder within the meaning of subparagraphs
(1), (2), or (3) of this paragraph (B), shall not be deemed to be
an Interested Shareholder if that person was the beneficial owner
of  10  percent or more of the combined voting power of the  then
outstanding shares of voting stock on the effective date of  this
Article 11.

(C)  A  person shall be a "beneficial owner" of any Voting Stock:
(1)  which  such  person or any of its Affiliates  or  Associates
beneficially  owns, directly or indirectly;  or  (2)  which  such
person  or any of its Affiliates or Associates has (a) the  right
to acquire (whether such right is exercisable immediately or only
after   the   passage  of  time),  pursuant  to  any   agreement,
arrangement  or understanding or upon the exercise of  conversion
rights,  exchange rights, warrants or options, or  otherwise,  or
(b)  the  right  to  vote  or direct the  vote  pursuant  to  any
agreement,  arrangement  or  understanding;  or  (3)  which   are
beneficially  owned, directly or indirectly, by an  other  person
with which such person or any of its Affiliates or Associates has
any  agreement, arrangement or understanding for the  purpose  of
acquiring, holding, voting or disposing of any shares  of  Voting
Stock.

(D)  For  the  purposes of determining whether  a  person  is  an
Interested Shareholder pursuant to (c)(B) of this Article 11, the
number  of shares of Voting Stock deemed to be outstanding  shall
include shares deemed owned through application of (c)(C) of this
Article  but  shall not include any other shares of Voting  Stock
that  may  be issuable pursuant to any agreement, arrangement  or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

(E)   "Affiliate"  and  "Associate"  shall  have  the  respective
meanings  ascribed  to such terms in Rule 12b-2  of  the  General
Rules  and Regulations under the Securities Exchange Act of 1984,
as in effect on February 1, 1986.

(F)  "subsidiary"  means any corporation of which  more  than  50
percent  of  the  combined voting power of the  then  outstanding
shares  of  stock entitled to vote generally in the  election  of
directors is owned, directly or indirectly, by the Corporation or
by   a   Subsidiary  or  by  the  Corporation  and  one  or  more
Subsidiaries;  provided, however, that for  the  purpose  of  the
definition of Interested Shareholder set forth in (c)(B) of  this
Article  11,  the term "Subsidiary" shall mean only a corporation
of  which  a  majority of the combined voting power of  the  then
outstanding  shares of stock entitled to vote  generally  in  the
election  of directors is owned, directly or indirectly,  by  the
Corporation.

(G)  "Disinterested Director" means any member of  the  Board  of
Directors of the Corporation who is unaffiliated with, and not  a
nominee  of, the Interested Shareholder and was a member  of  the
Board  prior  to the time that the Interested Shareholder  became
and  Interested Shareholder, and any successor of a Disinterested
Director  who  is  unaffiliated with, and not a nominee  of,  the
Interested  Shareholder  and  who is  recommended  to  succeed  a
Disinterested  Director by a majority of Disinterested  Directors
then on the Board of Directors.

(H)  "Fair  Market Value" means: (1) in the case  of  stock,  the
highest  closing sale price during the 30-day period  immediately
preceding  the date in question of a share of such stock  on  the
principal United States securities exchange registered under  the
Securities  Exchange Act of 1984 on which such stock  is  listed,
or, if such stock is not listed on any such exchange, the highest
closing sales price or bid quotation with respect, to a share  of
such  stock  during  the  30-day period  preceding  the  date  in
question  as  quoted  by the National Association  of  Securities
Dealers. Inc. Automated Quotations System or any system  then  in
use,  or  if  no such quotations are available, the  fair  market
value  on  the  date  in question of a share  of  such  stock  as
determined by a majority of the Disinterested Directors  in  good
faith; and (2) in the case of stock of any class or series  which
is not traded on any United States registered securities exchange
nor  in  the  over the counter market or in the case of  property
other  than cash or stock the fair market value of such  property
on  the  date  in  question as determined by a  majority  of  the
Disinterested Directors in good faith. The Fair Market  Value  of
stock  of  any  class  of the Corporation shall  be  adjusted  to
reflect the occurrence of any reclassification, recapitalization,
stock  split,  reverse  stock  split,  stock  dividend  or  other
adjustment in the number of shares outstanding between  the  date
in question and the Consummation Date.

(I)  In  the  event  of  any Business Combination  in  which  the
Corporation  survives,  the  phrase "other  consideration  to  be
received" as used in (b)(B)(1) and (2) of this Article  11  shall
include the shares of Common Stock and/or the shares of any other
class of outstanding Voting Stock retained by the holders of such
shares.

(J)   "Announcement  Date"  means  the  date  of   first   public
announcement of the proposed Business Combination.

(K)  "Determination Date" means the date on which the  Interested
Shareholder became an Interested Shareholder.

(L)  "Substantial Part" means more than 10 percent  of  the  book
value  of the total assets of the entity in question, as  of  the
end   of  its  most  recent  fiscal  year  ending  prior  to  the
Consummation Date.

(d)  A majority of the Disinterested Directors of the Corporation
shall  have  the right and power to determine, on  the  basis  of
information  known  to them after reasonable inquiry,  all  facts
necessary to determine compliance with this Article 11 including,
without   limitation  (A)  whether  a  person  is  an  Interested
Shareholder,   (B)  the  number  of  shares   of   Voting   Stock
beneficially  owned  by any person (C) whether  a  person  is  an
Affiliate  or  Associate of another person and  (D)  whether  the
requirements of (b) of this Article 11 have been met with respect
to  any Business Combination. The good faith determination  of  a
majority of the Disinterested Directors on such matters shall  be
conclusive and binding for all purposes of this Article 11.

(e)  Nothing  contained in this Article 11 shall be construed  to
relieve  any Interested Shareholder from any fiduciary obligation
imposed by law.

(f)  Notwithstanding  anything contained in  the  Certificate  of
Incorporation  to  the  contrary, the  affirmative  vote  of  the
holders of at least 80 percent of the voting power of the  Voting
Stock,  voting together as a single class, shall be  required  to
alter, amend, or repeal this Article 11 or to adopt any provision
inconsistent herewith.

12.  A  director  or  officer of the  Corporation  shall  not  be
personally  liable  to  the Corporation or its  shareholders  for
damages  for  breach of any duty owed to the Corporation  or  its
shareholders,  except that this Article 12 shall  not  relieve  a
director  or officer from liability for any breach of duty  based
upon  an  act or omission (i) in breach of such person's duty  of
loyalty  to the Corporation or its shareholders, or (ii)  not  in
good  faith  or  involving a knowing violation of law,  or  (iii)
resulting  in  receipt  by such person of  an  improper  personal
benefit.  If the New Jersey Business Corporation Act  is  amended
after  approval  by  the  shareholders  of  this  Article  12  to
authorize  corporate action further eliminating or  limiting  the
personal  liability of directors or officers, then the  liability
of  a director and/or officer of the Corporation, as the case may
be,  shall,  without further corporate action, be  eliminated  or
limited  to  the  fullest  extent permitted  by  the  New  Jersey
Business   Corporation  Act  as  so  amended.   Any   repeal   or
modification  of  the foregoing paragraph by the shareholders  of
the Corporation or otherwise shall not adversely affect any right
or  protection  of  a  director or  officer  of  the  Corporation
existing at the time of such repeal or modification.

13.  Article 13 A director of the Corporation may not be  removed
without cause.

14.  Anything  in paragraphs 14A:9-2(4)(c), 14A:10-3(2),  14A:10-
11(1)(c),  14A:12-4(4) or elsewhere in the  New  Jersey  Business
Corporation  Act (the "Act" to the contrary notwithstanding,  the
Corporation   hereby  adopts  the  majority  voting   requirement
prescribed  in paragraph 14A:5-11 of the Act as that which  shall
be  required to authorize any action, other than the election  of
directors, that is to be taken by vote of the shareholders of the
Corporation.

15. Series A 10% Cumulative Convertible Preferred Stock
A  series  of cumulative convertible preferred shares  designated
"Series  A  10%  Cumulative  Convertible  Preferred  Stock"   is
established.  The  Series A 10% Cumulative Convertible  Preferred
Stock shall have a par value of $.001 per share. When issued  for
a  price  in  excess of that amount, the shares of Series  A  10%
Cumulative  Convertible Preferred Stock shall be fully  paid  and
nonassessable. The Series A 10% Cumulative Convertible  Preferred
Stock  shall consist of 700,000 preferred shares, which the Board
of  Directors may increase only in connection with a stock  split
or  decrease from time to time but not below the number of shares
of  Series  A  10%  Cumulative Convertible Preferred  Stock  then
outstanding. On redemption, conversion, or other reacquisition of
any  of  the Series A 10% Cumulative Convertible Preferred Stock,
the reacquired shares shall be cancelled and shall become part of
the  authorized  and unissued preferred stock but  shall  not  be
authorized  and  unissued  Series A  10%  Cumulative  Convertible
Preferred  Stock.  The  rights,  preferences,  designations   and
limitations of the Series A 10% Cumulative Convertible  Preferred
Stock are as follows:

                            Priority

(a) The Series A 10% Cumulative Convertible Preferred Stock shall
be  senior  to any other class or series of preferred  shares  in
respect  of (1) payment of dividends; (2) payment on dissolution,
liquidation  or  winding up and (3) redemption,  except  for  any
class  or  series that the Board of Directors shall  specifically
state  is  on a parity with shares of the Series A 10% Cumulative
Convertible Preferred Stock.

                 Dividend Rate and Payment Dates

(b)  Holders  of  shares  of Series A 10% Cumulative  Convertible
Preferred Stock shall be entitled to receive dividends  when,  as
and  if  declared by the Board of Directors at the  rate  of  ten
percent (10%) per annum of the amount paid for each share, and no
more.  Except for the first dividend, dividends shall be  payable
quarterly on the last day of March, June, September and  December
in  each  year for the quarterly period ending on that date.  The
first dividend shall be payable on June 30, 2005 and shall be the
sum  of  the dividend payable for the quarter ended on that  date
and  a dividend prorated at such annual rate for the period  from
the date of issue and March 31, 2005.

                 Priority and Cumulative Rights

(c)   Dividends  on  the  Series  A  10%  Cumulative  Convertible
Preferred  Stock shall be cumulative from the date  of  issuance;
provided, however, that accumulations of dividends shall not bear
interest. In no event, so long as any shares of the Series A  10%
Cumulative Convertible Preferred Stock are outstanding, shall the
Corporation  pay  or  declare  any cash  or  property  dividends,
distribute  any of its assets, or purchase or acquire  for  value
any  shares of the Corporation unless and until all dividends  on
the  Series A 10% Cumulative Convertible Preferred Stock for  all
prior periods and for the then current quarterly period have been
paid  or have been declared and a sum sufficient for payment  has
been  set  apart.  This  subparagraph  shall  not  prohibit   the
declaration  and payment of any dividend on Common Stock  payable
in Common Stock.

     Preferences on Dissolution, Liquidation, or Winding Up

(d)  On any voluntary or involuntary dissolution, liquidation  or
winding  up of the affairs of the Corporation, before any payment
or  other  distribution, whether in cash, property or  otherwise,
shall  be  made  to  the  holders of  any  other  shares  of  the
Corporation,   the  holders  of  the  Series  A  10%   Cumulative
Convertible Preferred Stock shall be entitled to receive for each
share of Series A 10% Cumulative Convertible Preferred Stock they
hold  the  sum  of  $1.00  plus an amount  equal  to  all  unpaid
dividends  accrued  to the date established for  payment  of  the
distribution,  and no more. For the purpose of this  Subparagraph
(d),  dividends shall be deemed to accrue on a daily  basis.  The
merger or consolidation of the Corporation into or with any other
corporation,  the  merger  of  any  other  corporation  into  the
Corporation,  or  the  sale,  lease,  or  conveyance  of  all  or
substantially all of the property or business of the  Corporation
shall  not be deemed to be a dissolution, liquidation, or winding
up for purposes of this Subparagraph (d). If, on any voluntary or
involuntary liquidation, dissolution or winding up of the affairs
of   the   Corporation,  the  assets  of  the   Corporation   are
insufficient to permit full payment to the holders of the  Series
A  10% Cumulative Convertible Preferred Stock as provided in this
Subparagraph,  then the holders of the Series  A  10%  Cumulative
Convertible   Preferred  Stock  shall  share   ratably   in   any
distribution of assets in proportion to the full amounts to which
they would otherwise be respectively entitled.

                           Redemption

(e)  The  Corporation  shall not redeem or repurchase  any  other
class  or  series of Preferred Stock or Common Stock  unless  and
until  all  shares  of  the Series A 10%  Cumulative  Convertible
Preferred  Stock have been redeemed. Commencing on and after  the
second  anniversary of their issuance, shares  of  Series  A  10%
Cumulative  Convertible Preferred Stock may be  redeemed  at  any
time  or periodically, in whole or in part, at the option of  the
Corporation by the vote of its Board of Directors. The shares  of
the Series A 10% Cumulative Convertible Preferred Stock shall  be
redeemed on the following conditions:

                        Redemption Price

(1)  The  redemption  price shall be $1.00  per  share  plus  any
accrued  and  unpaid dividends to the redemption  date.  For  the
purpose of this Subparagraph, dividends shall be deemed to accrue
on a daily basis.

                       Partial Redemption

(2)  If  the Corporation redeems less than all of the outstanding
shares  of  Series A 10% Cumulative Convertible Preferred  Stock,
the redemption may be pro rata, by lot or in any equitable manner
that the Board of Directors in its discretion shall determine.

                             Notice

(3) Written notice of redemption shall be given to each holder of
record  of  the  shares  of Series A 10%  Cumulative  Convertible
Preferred Stock to be redeemed. The notice of redemption shall be
given  by  first class mail to each holder's address as it  shall
appear  on  the stock books of the Corporation. In addition,  the
Corporation may give notice by any other method or in  any  other
fashion, including by telephone, facsimile, email or the like, as
the   Board  of  Directors  shall  deem  necessary,  appropriate,
convenient or reasonable under the circumstances. Such notice  of
redemption shall be given at least thirty (30) days and not  more
than  sixty (60) days before the date fixed for redemption.  Each
notice  shall  specify the shares of stock to  be  redeemed,  the
redemption  price, the date fixed for redemption, the  place  for
payment  of  the  redemption  price  and  for  surrender  of  the
certificate representing the shares to be redeemed, and, if  less
than  all  of  the shares of the holder are to be  redeemed,  the
number  of the holder's shares to be redeemed. No defect  in  the
notice nor any defect in the mailing of it shall alone affect the
validity  of  the  proceedings for redemption except  as  to  any
holder to whom the Corporation has failed to mail the notice.

                             Deposit

(4)  On or before the date fixed for the redemption of any shares
of  Series  A  10%  Cumulative Convertible Preferred  Stock,  the
Corporation shall deposit sums sufficient to redeem the shares in
a  trust fund or escrow account for the benefit of the respective
holders  of  the shares. This deposit shall be made with  one  or
more banks or trust companies, each having capital and surplus of
at least $ 5,000,000 and doing business in any city in the United
States in which the Corporation or any of its subsidiaries  shall
have  an  office  or  conduct operations, with  any  bank,  trust
company or other person, firm or entity in the United States duly
appointed  and  acting as transfer agent for any  shares  of  the
capital  stock the Corporation or with any other person, firm  or
entity  the  Board  of Directors reasonably believes  capable  of
assisting the Corporation in effecting the redemption (singly,  a
"depositary").  The deposit shall be accompanied  by  irrevocable
instructions  authorizing the depositary to (a)  deliver  in  the
Corporation's name, place and stead the notice of redemption,  or
to  complete the delivery if previously commenced, and (b) pay on
or  after  the  date fixed for redemption to the holders  of  the
shares  being  redeemed the redemption price  of  the  shares  on
surrender of the certificates representing those shares. From and
after  the  time of the deposit those shares shall be  considered
redeemed.  The  holders  who  are entitled  to  payment  for  the
redemption of their shares shall be evidenced by a list certified
by  the  President  or  Vice President and the  Secretary  or  an
Assistant  Secretary of the Corporation. Dividends on the  shares
being   redeemed  shall  cease  to  accrue  after  the  date   of
redemption.  The  deposit shall constitute full  payment  of  the
redemption  price  to the holders of the shares  being  redeemed.
Those  shares shall no longer be considered outstanding, and  the
holders  of  them shall cease to be shareholders with respect  to
those shares. The holders of the shares being redeemed shall have
no  rights with respect to the shares except the right to receive
from  the depositary (or its successor) payment of the redemption
price  of  the  shares, without interest,  on  surrender  of  the
certificates representing those shares. Funds deposited that  are
not  required  for  redemption  of  the  shares  because  of  the
conversion of those shares prior to the date fixed for conversion
shall  be  returned  to  the  Corporation.  Funds  deposited  and
unclaimed  at  the  end  of six years  shall  be  repaid  to  the
Corporation, and any holder of shares of Series A 10%  Cumulative
Convertible   Preferred  Stock  called   for   redemption   shall
subsequently look only to the Corporation for payment.

               Certificates for Unredeemed Shares

(5)  If  less  than all of the shares of Series A 10%  Cumulative
Convertible  Preferred Stock are redeemed, the Corporation  shall
issue one or more new certificates representing the
unredeemed shares.

                         No Sinking Fund

(f)  The Corporation shall not be obligated to make payments into
or  to  maintain any sinking fund for shares of the Series A  10%
Cumulative Convertible Preferred Stock.

                        Conversion Rights

(g)  At  any time after issuance and prior to the date fixed  for
their  redemption,  the  holder of any shares  of  Series  A  10%
Cumulative  Convertible Preferred Stock may  convert  the  shares
Series  A 10% Cumulative Convertible Preferred Stock into  shares
of  the  Corporation's  common stock.  Shares  of  Series  A  10%
Cumulative  Convertible Preferred Stock shall be  convertible  on
the following terms:

              Conversion Ratio and Conversion Price

(1)  On  exercise of the option to convert, the holder  shall  be
entitled to receive 2.2222 shares of Common Stock for each  share
of  Series A 10% Cumulative Convertible Preferred Stock converted
(the "Conversion Ratio"). The Conversion Ratio is intended to  be
the  equivalent of a conversion exercise price of $.45 per  share
(the "Conversion Price")

                  Exercise of Conversion Rights

(2)  The conversion rights may be exercised at any time from  and
after the date of issuance and prior to the close of business  on
the  day  fixed  for  redemption. The holder of  the  convertible
shares  shall  exercise  the option to convert  by  delivering  a
written  notice electing to convert the shares to  common  shares
and  surrendering the share certificate or certificates  for  the
shares of Series A 10% Cumulative Convertible Preferred Stock  to
be  converted to the Corporation's office, the depositary or  the
office  of  the  transfer agent for shares of  the  Corporation's
common stock. The certificates surrendered shall be duly endorsed
or assigned to the Corporation. Conversion of the shares shall be
deemed effective immediately before the close of business on  the
date  on  which the shares are surrendered, which  shall  be  the
conversion  date.  On  the  conversion  date,  or  as   soon   as
practicable after that date, the Corporation shall deliver to the
holder of the shares surrendered, or to another person designated
by  the  holder in writing, a certificate for the number of  full
shares  of Common Stock deliverable on the conversion as provided
herein  plus  a  certificate for any fractional share  of  Common
Stock  that  is deliverable or an amount of cash instead  of  the
fractional share as provided below.

                     Antidilution Provision

(3) The number of shares of Common Stock to be issued as provided
in  this  Subparagraph shall be adjusted by appropriate amendment
to  account for any and all increases or reductions in the number
of outstanding shares of Common Stock that may have accrued since
the  date  of  the first issuance of shares of the Series  A  10%
Cumulative Convertible Preferred Stock because of a split,  share
dividend,  combination, reclassification, merger,  consolidation,
other  capital  change  or reorganization  or  other  transaction
affecting   the  number  of  outstanding  common   shares.   This
adjustment shall be made to fairly and equitably preserve as  far
as  reasonably  possible the original conversion  rights  of  the
Series  A  10%  Cumulative Convertible  Preferred  Stock.  If  an
adjustment  is required, no notice of redemption shall  be  given
until  the  amendment  and adjustment has been  accomplished.  On
payment  of  a  dividend, any adjustment made  pursuant  to  this
subparagraph shall become effective immediately after the opening
of  business  on  the  day  following the  record  date  for  the
determination  of shareholders entitled to receive the  dividend.
In  the  case of a subdivision, combination, reclassification  or
other   transaction   an  adjustment  made   pursuant   to   this
subparagraph shall become effective immediately after the opening
of  business on the day following the day on which the respective
action  becomes  effective.  Any  adjustment  required  by   this
subparagraph  shall be made so that the holder of  any  share  of
Series  A 10% Cumulative Convertible Preferred Stock subsequently
surrendered  for  conversion shall be  entitled  to  receive  the
number  of  shares  of Common Stock or other  securities  of  the
Corporation that the holder would have owned or been entitled  to
receive after occurrence of the corporate action if the share  of
Series  A  10%  Cumulative Convertible Preferred Stock  had  been
converted  immediately  before the occurrence  of  the  corporate
action.

                        Fractional Shares

(4)  The  Corporation may, but shall not be required to,  deliver
fractional shares of Common Stock on conversion of shares of  the
Series  A 10% Cumulative Convertible Preferred Stock. Instead  of
any  fractional  share of Common Stock that  would  otherwise  be
deliverable on conversion, the Corporation may pay an  amount  in
cash  equal to the current market value of the fractional  share,
computed  on  the basis of the market price on the last  business
day before the conversion date, as defined above. For purposes of
this  Subparagraph, the "market price" on any business day shall
be  the  closing bid price for each share of Common Stock in  the
over-the  counter market as furnished by a member of the National
Association of Securities Dealers selected from time to  time  by
the  Corporation  for that purpose or, if the  shares  of  Common
Stock   are  listed  or  admitted  to  trading  on  any  national
securities exchange, the reported closing price for each share of
Common Stock on that exchange.

           Reservation of Common Shares for Conversion

(5) The Corporation shall at all times reserve and keep available
from  its  authorized  but  unissued  common  shares  solely  for
effecting  conversion of its Series A 10% Cumulative  Convertible
Preferred  Stock  the  full  number of  shares  of  Common  Stock
deliverable  on  conversion  of  all  Series  A  10%   Cumulative
Convertible Preferred Stock.

               Merger or Sale of Corporate Assets

(6)  On  any  capital  reorganization,  reclassification  of  the
shares,  consolidation, merger, or sale or conveyance of  all  or
substantially  all  of the assets of the Corporation  to  another
corporation,  each  share of Series A 10% Cumulative  Convertible
Preferred Stock shall be convertible into the number of shares or
other  securities or property to which the number  of  shares  of
Common  Stock  that would have been deliverable on conversion  of
the shares of Series A 10% Cumulative Convertible Preferred Stock
immediately  before  the  corporate action,  would  be  entitled.
Appropriate adjustment, as determined by the Board of  Directors,
shall be made with respect to the subsequent rights and interests
of  the  holders  of  the  shares  of  Series  A  10%  Cumulative
Convertible  Preferred  Stock  so that  all  provisions  of  this
Subparagraph shall remain applicable as much as is practicable in
relation to any shares or other property subsequently deliverable
on   conversion  of  the  shares  of  Series  A  10%   Cumulative
Convertible Preferred Stock.

           Further Adjustments to the Conversion Ratio

(7)  The  Conversion Ratio shall be further adjusted periodically
as  follows: If any shares of Series A 10% Cumulative Convertible
Preferred  Stock  are  outstanding  and  the  Corporation  issues
securities  (including  evidences  of  indebtedness)  or  rights,
options  or  warrants (excluding up to a maximum  of  5%  of  the
Corporation's   outstanding   shares   if   issued   under    the
Corporation's  Employee  Stock  Purchase  Plan  or   1999   Stock
Incentive  Plan)  that entitle the holder(s) thereof  to  convert
into,  exchange for or purchase shares of Common Stock at a price
that  is less than the Conversion Price in effect on the date  of
issuance  of  such securities, rights, options or  warrants,  the
Conversion  Ratio in effect shall be adjusted as of  the  day  of
such  issuance as follows. The Conversion Ratio in effect on  the
date  of issuance of such securities, rights, options or warrants
shall be multiplied by a fraction the numerator of which shall be
the product of multiplying (i) the sum of the number of shares of
Common Stock outstanding on that issuance date and the number  of
shares  issuable  on exercise of all then outstanding  shares  of
Series  A 10% Cumulative Convertible Preferred Stock by (ii)  the
Conversion  Price in effect on that date and the  denominator  of
which shall be the sum of (i) multiplying the number of shares of
Common  Stock outstanding on that issuance date by the Conversion
Price  in effect on that date and (ii) multiplying the number  of
shares issuable on exercise of the securities, rights, options or
warrants so issued by the conversion, exchange or purchase  price
applicable  to such securities, rights, options or  warrants.  To
the  extent that the securities, rights, options or warrants  are
not  converted,  exchanged or exercised before they  expire,  the
Conversion Ratio shall be readjusted as of the close of  business
on  the  applicable expiration date to the Conversion Ratio  that
would  then be in effect based on the number of shares of  Common
Stock  actually delivered on conversion, exchange or exercise  of
the  securities, rights, options or warrants. Anything herein  to
the  contrary  notwithstanding, the Board  of  Directors  of  the
Corporation  shall be authorized to make such interpretations  of
or  adjustments to the foregoing as the Board of Directors  shall
in  good  faith  determine to be necessary or desirable  to  give
effect to the foregoing.

No Adjustment When Same Action Taken for Series A 10% Cumulative
                   Convertible Preferred Stock

(8) No adjustment in the Conversion Ratio for shares of Series  A
10%  Cumulative Convertible Preferred Stock shall be made if,  at
the  same  time that the Corporation takes an action  that  would
otherwise  require  adjustment under this subparagraph  (g),  the
Corporation takes the same action with respect to the  shares  of
Series  A 10% Cumulative Convertible Preferred Stock in the  same
proportion   as  if  each  share  of  Series  A  10%   Cumulative
Convertible  Preferred Stock had been converted (i) at  the  then
applicable Conversion Ratio immediately before the date  of  such
action   or  (ii)  immediately  before  the  occurrence  of   the
subdivision, combination, or reclassification.

                  Adjustments Only as Provided

(9)  Except  as otherwise provided herein, no adjustment  in  the
Conversion Ratio shall be made because of the issuance of  shares
of  Common Stock, the issuance of any securities convertible into
or  exchangeable for shares of Common Stock, the issuance of  any
securities  carrying the right to purchase any shares  of  Common
Stock  or  securities convertible into or exchangeable for  those
shares, or any other reason.

                       Minimum Adjustment

(10)  No  adjustment in the Conversion Ratio  shall  be  required
unless  the  adjustment requires an increase or  decrease  of  at
least  one  percent  (1%) of the Conversion Ratio.  However,  any
adjustments  that  are not required to be  made  because  of  the
preceding  sentence  shall  be carried  forward  and  taken  into
account  in any subsequent adjustment. All calculations  relating
to fractional shares made pursuant to this subparagraph (g) shall
be made to the nearest hundredth of a share.

           Statements and Notification of Adjustments

(11)  As soon as possible after the Conversion Ratio is adjusted,
the  Corporation shall maintain at its office and shall file with
its  transfer  agent for shares of its Common Stock a  statement,
signed  by the President and the Secretary or Assistant Secretary
of  the Corporation, detailing the facts requiring the adjustment
and  specifying  the Conversion Ratio after the  adjustment.  The
transfer   agent   shall  be  under  no  duty  or  responsibility
concerning  the statement except to exhibit it to any  holder  of
shares  of  Series A 10% Cumulative Convertible  Preferred  Stock
desiring  to inspect it. In addition, for adjustments made  while
any shares of Series A 10% Cumulative Convertible Preferred Stock
are  outstanding, the Corporation shall state that an  adjustment
has been made and shall give the adjusted Conversion Ratio in the
next  annual report to the shareholders. The annual report  shall
be  mailed  to  all holders of record of Series A 10%  Cumulative
Convertible  Preferred Stock on the record date used for  mailing
the annual report to holders of shares of Common Stock.

           Notice of Corporate Action and Record Date

(12)  In  addition  to  any  other notice  required  herein,  the
Corporation  shall cause to be mailed to the transfer  agent  for
shares  of the Common Stock and to the holders of record  of  the
outstanding   shares  of  Series  A  10%  Cumulative  Convertible
Preferred  Stock,  a  notice of the taking of  a  record  if  the
Corporation takes a record of the holders of its Common Stock for
the following purposes: (i) to entitle them to receive a dividend
or  any  other  distribution payable other than in  cash  out  of
current  or retained earnings; (ii) to entitle them to  subscribe
for  or purchase shares of any class or receive any other rights;
(iii)  to effect any merger, consolidation, or reorganization  of
the  Corporation;  (iv) to reclassify its shares  other  than  by
subdivision, combination, or alteration of the par value  of  the
shares  of  Common  Stock outstanding; (v)  to  transfer  all  or
substantially all of its assets; or (vi) to take any other action
that  would require an adjustment to the conversion ration  under
this  subparagraph (g). The notice shall state the date on  which
the  record is to be taken, the purpose for which the  record  is
taken, the date on which the respective corporate action is to be
effective,  and fix the date by which holders of  record  of  the
shares of Common Stock shall be entitled to exchange their shares
for securities or other property deliverable on the occurrence of
the  respective corporate action. The notice shall be  mailed  at
least  thirty (30) days before any of the dates that are required
to be specified in the notice. The Corporation shall additionally
mail  a  notice of all shareholder meetings and any  accompanying
proxy  statement  to  the  holders of  Series  A  10%  Cumulative
Convertible Preferred Stock at the same time the notice and proxy
statement is mailed to the holders of Common Stock. If any action
is  taken  by means of consent, notice of that action by  consent
shall  be  sent  to  the  holders  of  Series  A  10%  Cumulative
Convertible Preferred Stock at least thirty (30) days before  the
effective  date  of the consent. Failure to give or  receive  any
notice  required by this subparagraph, or any defect in a notice,
shall  not  affect  the  legality or validity  of  the  corporate
action.  However,  the  failure or defect shall  not  affect  the
rights  of  the  holders  of Series A 10% Cumulative  Convertible
Preferred  Stock to obtain an appropriate remedy to  account  for
the failure or defect.

                          Voting Rights

(h)  The holders of Series A 10% Cumulative Convertible Preferred
Stock  shall  have  no voting rights except as otherwise  may  be
required by the New Jersey Business Corporation Act.

                    One Vote and Class Voting

(i)  On  any  matter on which the holders of the  shares  of  the
Series  A  10%  Cumulative Convertible Preferred Stock  shall  be
entitled  to  vote, they shall be entitled to one vote  for  each
share  held.  The  holders of the shares  of  the  Series  A  10%
Cumulative  Convertible Preferred Stock  shall  vote  only  as  a
separate  class; their votes shall not be counted  together  with
those  of  the holders of any other class or series of shares  of
the Corporation.

16. The effective date of this Certificate shall be May 5, 2005.

Dated this 6th day of May, 2005.

                              DYNASIL CORPORATION OF AMERICA

                              By
                              Name: Craig T. Dunham
                              Title: President
            CERTIFICATE REQUIRED TO BE FILED WITH THE
              RESTATED CERTIFICATE of INCORPORATION

Pursuant  to  N.J.S.A.14A:9-5  (5), the  undersigned  corporation
hereby executes the following certificate:

1. Name of Corporation: DYNASIL CORPORATION OF AMERICA

2.  Restated Certificate of Incorporation was adopted on the 26th
day of April, 2005.

3.  This Restated Certificate of Incorporation only restates  and
integrates  and  does  not further amend the  provisions  of  the
Certificate  of Incorporation of this corporation  as  heretofore
amended or supplemented and there is no discrepancy between those
provisions  and  the provisions of this Restated  Certificate  of
Incorporation.

Dated this 6th day of May, 2005.

                              DYNASIL CORPORATION OF AMERICA

                              By /s/ Craig T. Dunham
                              Name: Craig T. Dunham
                              Title: President