Exhibit 3.2
                                                                 -----------


                    CERTIFICATE OF AMENDMENT
                               OF
                  CERTIFICATE OF INCORPORATION
                               OF
          TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.

               --------------------------------

                  Pursuant to Section 242 of the
        General Corporation Law of the State of Delaware

               --------------------------------


          The undersigned, the President of Touchstone Applied
Science Associates, Inc., a Delaware corporation (the
"Corporation"), does hereby certify as follows:

          1.   The name of the Corporation is Touchstone
Applied Science Associates, Inc.

          2.   Article [4] of the Certificate of Incorporation
is hereby amended by adding at the end thereof, the following:

               "Simultaneously with the effective date of this
   Certificate of Amendment (the "Effective Date"), all issued and
   outstanding shares of Common Stock ("Existing Common Stock")
   shall be and hereby are automatically combined and reclassified
   as follows:  each four shares of Existing Common Stock shall be
   combined and reclassified (the "Reverse Split") as one share of
   issued and outstanding Common Stock ("New Common Stock"),
   provided, that there shall be no fractional shares of New Common
   Stock.  In the case of any holder of fewer than four (4) shares
   of Existing Common Stock or of any holder of any number of shares
   of Existing Common Stock which, when divided by four (4), does
   not result in a whole number (a "Fractional Share Holder"), such
   Fractional Share Holder shall receive in lieu of a fractional
   share of New Common Stock a cash payment from the Corporation
   determined by multiplying such fractional share interest by four
   times the arithmetic mean average closing bid price per share of
   Existing Common Stock on the Nasdaq SmallCap Market for the five
   trading days immediately preceding the effective date of this
   Amendment, such payment to be made upon such other terms and
   conditions as the officers of the Corporation, in their judgment,
   determine to be advisable and in the best interests of the
   Corporation.

               The Corporation shall, through its transfer agent,
   provide certificates representing New Common Stock to holders of
   Existing Common Stock in exchange for certificates representing
   Existing Common Stock.  From and after the Effective Date,
   certificates representing shares of Existing Common Stock are
   hereby canceled and shall represent only the right of the holders
   thereof to receive New Common Stock.

               From and after the Effective Date, the term "New
   Common Stock" as used in this Article [4] shall mean Common Stock
   as provided in this Certificate of Incorporation.  The par value
   of the Common Stock shall remain as otherwise provided in Article
   [4] of this Certificate of Incorporation." 

          3.   The foregoing Amendment was duly approved and
adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware and the By-laws
of the Corporation at a meeting of the Board of Directors of the
Corporation on December 15, 1998, at which a quorum was present
and acting throughout.  The Board of Directors declared the
advisability of the Amendment and directed that the Amendment be
submitted to the stockholders of the Corporation for approval.

          4.   At the Annual Meeting of Stockholders of the
Corporation held on March 4, 1999, duly called and held in
accordance with the provisions of Section 222 of the General
Corporation Law of the State of Delaware, a majority of the
shares of the outstanding Common Stock entitled to vote thereon
were voted in favor of the Amendment in accordance with Section
242 of the General Corporation Law of the State of Delaware.

          5.   This Amendment shall be effective on the date
this Certificate of Amendment is filed and accepted by the
Secretary of State of the State of Delaware.

          The undersigned, being the President of the
Corporation, for the purpose of amending its Certificate of
Incorporation pursuant to the General Corporation Law of the
State of Delaware, acknowledges that it is his act and deed and
that the facts stated herein are true, and has signed this
instrument on March 4, 1999.

  
                              TOUCHSTONE APPLIED SCIENCE 
                              ASSOCIATES, INC.

                              By: /s/ ANDREW L. SIMON
                                 -------------------------------------
                                 Andrew L. Simon, Chairman,
                                 President and Chief Executive Officer


ATTEST:


/s/ LINDA G. STRALEY
----------------------------
Linda G. Straley
Vice President and Secretary