STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

DYNASIL CORPORATION OF AMERICA, a corporation
organized and existing under and by virtue of the
General Corporation Law of the State of Delaware does
hereby certify:

FIRST: That at a meeting of the Board of Directors of
DYNASIL CORPORATION OF AMERICA a resolution was duly
adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling
for consideration thereof at the next annual meeting
of the stockholders of said corporation. The
resolution setting forth the proposed amendment is as
follows:

RESOLVED, that the Certificate of Incorporation of
this corporation be amended by changing the Article
thereof numbered "FOURTH" so that, as amended, said
Article shall be and read as follows:

FOURTH: The total number of shares of stock which this
corporation is authorized to issue consists of an.
aggregate of 55,000,000 shares, consisting of two
classes, as follows: One class of stock shall be
40,000,000 authorized shares of Common Stock, par
value $0.0005 per share. The other class of stock
shall be 15,000,000 authorized shares of Preferred
Stock, par value $0.001 per share. 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 certificate of incorporation or of
any amendment thereto, or in the resolution or
resolutions providing for the issue of such stock
adopted by the board of directors and may be made
dependent upon facts ascertainable outside the
certificate of incorporation or of any amendment
thereto, or in the resolution or resolution 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 certificate of
incorporation or in the resolution or resolutions
providing for the issuance of such stock by the board
of directors. As used herein, the term "facts"
includes, but is not limited to, the occurrence of any
event, including a determination or action by any
person or body, including the corporation.

SECOND: That thereafter, pursuant to resolution of its
Board of Directors, an annual meeting of the
stockholders of said corporation was duly called and
held upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at
which meeting the necessary number of shares as
required by statute were voted in favor of the
amendment.

THIRD: That said amendment was duly adopted in
accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not
be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this
certificate to be signed this 26th day of February,
2009.

DYNASIL CORPORATION OF AMERICA


By /s/ Gerald Chalphin
Gerald Chalphin
Assistant Secretary



-2-