Exhibit 3.2




CERTIFICATE
OF AMENDMENT




OF
THE




CERTIFICATE
OF INCORPORATION




OF




ACETO
CHEMICAL CO., INC.




Under section 805 of the
Business Corporation Law




The
undersigned, being the president and the secretary of ACETO CHEMICAL CO., INC.,
do hereby certify and set forth:




(1)          The
name of the corporation is ACETO CHEMICAL CO., INC. 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 is hereby amended by the addition of the following
provision fixing the number, designation, relative rights, preferences and
limitations of First Series Preferred Stock as fixed by the Board pursuant to
authority vested in it by the certificate of incorporation, to wit:




A.     The
number of shares is said series is 40,000 shares of preferred stock, par value
$2.50 per share.




B.     The
said series is designated First Series Preferred Stock.


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C.     The
holders of said First Series Preferred Stock shall be entitled to receive
cumulative dividends, as and when declared by the Board of Directors, out of the
annual net profits of the corporation, at the rate of 10% per annum payable
semi-annually on June 15th and December 15th of each year before any dividends
shall be declared or paid upon or set apart for the common stock, or any other
series of preferred stock.




D.     In
any year after said First Series Preferred Stock has received its stipulated
dividends and any arrearages thereof that may be due and unpaid, the directors
may elect to make any further distributions of dividends to holders of the
shares of common stock.





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E.     In
case of any liquidation, dissolution, or winding up of the affairs of the
corporation, whether voluntary or involuntary, and after payment of all of the
debts of the corporation, the assets shall first be applied to the payment of
the First Series Preferred Stock at par plus an amount equal to arrearages of
dividends and no more,the remainder shall be distributed among the holders of any other series
of preferred stock in accordance with the preferences and limitations of the
series and the remainder thereafter among the holders of the common stock, share
and sharealike, subject
to the limitation that, if the stated dividends and amounts payable on
liquidation are not paid in full, the shares of all series of the same class
shall share ratably in the payment of dividends including accumulations, if any,
in accordance with the sums which would be payable on such shares if all
dividends were declared and paid in full, and in any distribution of assets
other than by way of dividends in accordance with the sums which would be
payable on such distribution if all sums payable were discharged in
full.




F.     The
holders of First Series Preferred Stock shall have voting power and shall
entitle such holders to cast a number of votes which is equal to the number of
such holder’s shares, shall have the right to participate in any meeting of
stockholders, shall be entitled to notice of any such meeting, and shall be
considered stockholders for the purpose of any election, meeting, consent, or
waiver of notice, under the provisions of any law now in force or which may
hereafter be enacted.




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G.     Any
holder of First Series Preferred Stock may at any time, subject as hereinafter
set forth with respect to the redemption of such stock, convert all or any of
the shares of such stock hold by such holder into the shares of common stock of the
corporation as hereinafter specified, by the surrender to the corporation for
cancellation of the certificate or certificates representing the preferred stock
so to be converted, and upon such surrender shall be entitled to receive
therefor one or more certificates for the number of shares of common stock which
on said conversion, as hereinafter specified, the corporation shall be required
to issue. The basis for said conversion shall be at the rate of seven and two
tenths (7.2) shares of First Series Preferred Stock for one (1) share of common
stock, without any adjustments for current dividends. If there shall be any
change in the stock of the corporation through merger, consolidation,
reorganization, stock split, stock distribution, stock dividend or other change
in the corporate structure of the corporation, appropriate adjustment shall be
made in the basis for conversion.




H.     The
corporation through its Board of Directors and conformable with Sections 512 and
513 of the General Business Law of New York, may from time to time redeem the
whole or any part of the First Series Preferred Stock at the market price of the
number of shares of common stock into which such number of preferred shares
would have been convertible as aforesaid with respect to the conversion of such
shares, plus any arrearages thereon that may be due and unpaid. The notice of
such redemption shall be mailed not less than fifteen (15) 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. In the event that less than all of the outstanding preferred stock
of the Corporation is to be redeemed, the amount to be redeemed and the method
of effecting such redemption, whether by lot or pro rata or otherwise, may be
determined by the Board of Directors. 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.


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(4)
The foregoing amendment of the certificate of incorporation was authorized by
the unanimous vote of the Board of Directors of Aceto Chemical Co., Inc. at
a meeting duly called and held on the 18, day of
February      ,  1983.




IN
WITNESS WHEREOF, the undersigned have executed and signed this certificate this
18,      day of February     ,
1983.




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




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