Exhibit
3.9





CERTIFICATE
      OF AMENDMENTOF
      THECERTIFICATE
      OF INCORPORATIONOFACETO
      CORPORATIONUnder
      Section 805 of theBusiness Corporation
  Law




The
Undersigned, being the President and Secretary of ACETO CORPORATION, do hereby
certify and set forth:




(1)     The
name of the Corporation is ACETO CORPORATION. The name under which the
Corporation was formed is ACETO CHEMICAL CO. INC.




(2)     The
date the Certificate of Incorporation was filed by the Department of State is
the 13th day of June, 1947.




(3)     The
Certificate of Incorporation of the Corporation, as amended, is hereby further
amended pursuant to Section 801 of the Business Corporation Law to effect a
change in the redemption provisions set forth in the respective Certificates of
Amendment of the Certificate of Incorporation of this Corporation which fixed
the number, designation, relative rights, preferences and limitations of its
First Series Preferred Stock, Second Series Preferred Stock, Third Series
Preferred Stock and Fourth Series Preferred Stock.




The
provisions in the Certificate of Incorporation of the Corporation, as amended
with regard to the redemption by the Corporation of its First Series Preferred
Stock, Second Series Preferred Stock, Third Series Preferred Stock or Fourth
Series Preferred Stock outstanding is hereby amended to read as
follows:




1




“The
Corporation at its option may, pursuant to Sections 512 and 513 of the Business
Corporation Law, redeem the whole or any part of its First Series Preferred
Stock, Second Series Preferred Stock, Third Series Preferred Stock or Fourth
Series Preferred Stock outstanding at any time pro rata or by lot, by paying
therefor the sum of $2.50 per share, together with any accumulated
dividends due thereon on the date specified for redemption thereof by mailing
notices of such redemption to the holders of the Series of Preferred Stock to be
redeemed. The notice of such redemption shall be mailed not less than ninety
(90) days prior to the date upon which the stock is to be redeemed to each
holder of stock so to be redeemed, at such holder’s address as it appears
on the books of the Corporation. On and after the date fixed for such
redemption, the holders of shares so called for redemption shall cease to be
entitled to any further dividends, and the respective holders thereof shall have
no, right or interest thereon or therein, by reason of the ownership of such
shares, except to receive the said redemption price, as a debt without interest,
upon presentation and surrender of their certificates therefor.”




(4)     The
foregoing amendment to the Certificate or Incorporation was authorized by vote
of the Corporation’s Board of Directors, followed by the unanimous written
consent of the holders of all outstanding shares entitled to vote thereon at a
meeting of shareholders.




IN
WITNESS WHEREOF, this Certificate has been subscribed this 4thday
of February 1988, by the undersigned, who affirm  that the statements
made herein are true under the penalties of perjury.


/s/
      Seymour MannSeymour
      Mann, President/s/
      Arnold
      FrankelArnold
      Frankel, Secretary