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                                                                   EXHIBIT (3.2)
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

                       JONES MEDICAL INDUSTRIES, INC.
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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 Jones Medical 
Industries, Inc. resolutions were duly adopted setting forth a proposed 
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof.  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 "Three" so that as
      amended said Article shall be and read as follows:
      "See Exhibit A attached hereto
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SECOND: That thereafter the annual meeting of the stockholders of said
corporation was duly called and held upon notice in accordance with Section 211
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 
by Dennis M. Jones, its President and Judith A. Jones, its Secretary this 14th 
day of May, 1990.


                                  By:           /s/ Dennis M. Jones
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                                                            President

                              ATTEST:           /s/ Judith A. Jones
                                       -------------------------------
                                                          Secretary


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                                   EXHIBIT A

                                 ARTICLE THREE

     (a) The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is Eleven Million (11,000,000)
shares consisting of Ten Million (10,000,000) shares of Common Stock, par value
of $0.04 per share, and One Million (1,000,000) shares of Preferred Stock, par
value of $0.01 per share.

     (b) The shares of authorized Common Stock of the Corporation shall be
identical in all respects and shall have equal rights and privileges.

     (c) The board of directors shall have the authority, to the full extent
now or hereafter permitted by law, subject to limitations prescribed by law,
to provide for the issuance of shares of Preferred Stock from time to time on
such terms as it may determine, by filing a certificate pursuant to the
applicable law of the State of Delaware, and to establish from time to time the
number of shares to be included in each such class or series of Preferred
Stock, and to fix by resolution or resolutions the designations, powers,
preferences and rights of the shares of each such class or series and the
qualifications, limitations or restrictions thereof.

     The authority of the board of directors with respect to each class or
series shall include, but not be limited to, determination of the following:

     (i) The number of shares constituting that class or series and the
distinctive designation of that class or series;

     (ii) The dividend rate on the shares of that class or series, whether
dividends shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares of that
class or series;

     (iii) Whether that class or series shall have voting rights, in addition
to the voting rights provided by law, and if so, the terms and conditions of
such voting rights;

     (iv) Whether that class or series shall have conversion privileges,
and, if so, the terms and conditions of such conversion including provision for
adjustment of the conversion rate upon the occurrence of such events as the
board of directors shall determine;

     (v) Whether or not the shares of that class or series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different conditions
and at different redemption dates;

     (vi) Whether that class or series shall have a sinking fund for the
redemption or purchase of shares of the class or series, and, if so, the terms
and amount of such sinking fund;

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     (vii) The rights of the shares of that class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of shares
of that series; and

     (viii) Any other relative rights, preferences and limitations of that
class or series.


















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