Exhibit
3.1





RESTATED
CERTIFICATE OF INCORPORATION


-OF-


ACETO
CHEMICAL CO. INC.




(Under
Section 807 of the Business Corporation Law)




We,
the undersigned, SEYMOUR MANN and ARNOLD FRANKEL, being respectively the
President and Secretary of ACETO CHEMCIAL CO. INC., hereby certify:




1.     The
name of the corporation is ACETO CHEMCIAL CO. INC.




2.     The
Certificate of Incorporation was filed by the Department of State on the 13th
day of June, 1947.




3.     The
Certificate of Incorporation is amended to effect the following amendments
authorized by Section 801 of the Business Corporation Law:




(a)   To
change the name of the corporation from ACETO CHEMICAL CO. INC. to ACETO
CHEMICAL CO., INC.




(b)   To
change its corporate purposes by changing the word “company” to “corporation” in
subparagraphs (h) and (j) of Paragraph “SECOND” and to change the references to
the Stock Corporation Law in Paragraph “SECOND” to the Business Corporation
Law.




(c)   To
increase the aggregate number of shares which the corporation shall have
authority to issue by authorizing 2,000,000 additional shares of the par value
of $2.50 per share, which may be issued in series, and to designate the same as
Preferred shares and to designate the presently authorized shares as Common
shares.




(d)   As
to the Preferred shares which may be issued in series, to grant authority to the
Board of Directors to establish and designate series and to fix the number of
shares and the relative rights, preferences and limitation as between
series.




(e)   To
delete references to the initial subscribers and directors of the
corporation.




The
text of the Certificate of Incorporation, as amended by the filing of this
Certificate, is hereby restated and amended to read as herein set forth in
full.


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RESTATED
CERTIFICATE OF INCORPORATION


-OF-


ACETO
CHEMICAL CO., INC.


(Under
Section 807 of the Business Corporation Law)




FIRST:
The name of the corporation is




ACETO
CHEMICAL CO., INC.




SECOND:
The purposes for which it is to be formed are to do any and all of the things
hereinafter set forth to the same extent as natural persons might or could do in
any part of the world; namely:




(a)   To
carry on the business of chemists, druggists, dry-salters, oil and colour men;
to manufacture, buy, sell, import, export and generally deal in pharmaceutical,
medicinal, chemical, industrial and other preparations and articles, compounds,
cements, oils, paints, pigments and varnishes, drugs, dyeware, paint and colour
grinders, and in proprietary articles of all kinds, and all electrical,
chemical, photographical, surgical, and scientific apparatus and
materials.


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(b)   To
manufacture, import, export, buy, sell, lease, display, store, service, repair
or otherwise deal in machinery or parts thereof, materials, supplies, textiles
and merchandise of every kind and description.




(c)   To
carry on business in the various states, territories, districts and insular
possessions of the United States and in foreign countries as factors, agents and
commission merchants; to solicit, receive, pack, crate, ship, bill and collect
for all articles of merchandise offered by domestic manufacturers for sale and
disposal in foreign markets, and to investigate, buy, secure, pack, crate, ship,
bill and collect for all machinery, goods, wares, merchandise and commodities of
domestic manufacture desired by corporations, associations, individuals or firms
located in foreign countries.




(d)   To
apply for, purchase or in any manner to acquire, and to hold, own, use and
operate, and to sell or in any manner dispose of, and to grant, license other
rights in respect of, and in any manner deal with any and all rights,
inventions, improvements and processes used in connection with or secured under
letters, patents or copyrights of the United States or other countries or
otherwise, and to work, operate or develop the same, and to carry on any similar
business, manufacturing or otherwise, which may directly or indirectly
effectuate these objects or any one of them.




(e)   To
purchase, lease or otherwise acquire and to hold, own; sell or dispose of real
and personal property of all kinds and in particular lands, buildings, business
concerns and undertakings, shares of stock, mortgages, bonds, debentures and
other securities, merchandise, book debts and claims, trade marks, trade names,
patents and patent rights, copyrights and any interest in real or personal
property.




(f)   To
borrow money for its corporate purposes, and to make, accept, endorse, execute
and issue promissory notes, bills of exchange, bonds, debentures or other
obligations from time to time, for the purchase of property or for any purpose
in or about the business of the corporation, and, if deemed proper to secure the
payment of any such obligations, by mortgage, pledge, deed of trust or
otherwise.




(g)   To
acquire and to take over as a going concern and thereafter to carry on the
business of any person, firm or corporation engaged in any business which this
corporation is authorized to carry on, and in connection therewith to acquire
the good will and all or any of the assets and to assume or otherwise provide
for all or any of the liabilities of any such business.


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(h)   To
sell, improve, manage, develop, lease, mortgage, dispose of or otherwise turn to
account or deal with all or any part of the property of the
corporation.




(i)   To
carry on business at any place or places within the jurisdiction of the United
States, and in any all foreign countries, and to purchase, hold, mortgage,
convey, lease or otherwise dispose of and deal with real and personal property
at any such place or places.




(j)   To
enter into, make, perform and carry out contracts of every sort and kind which
may be necessary or convenient for the business of the corporation, or business
of a similar nature, with any person, firm, corporation, private, public or
municipal, body politic under the government of the United States, or any state,
territory, or colony thereof, or any foreign government, so far as, and to the
extent that the same may be done and performed by corporations organized under
the Business Corporation Law.




(k)   To
do all and everything necessary, suitable or proper for the accomplishment of
any of the purposes, the attainment of any of the objects of the furtherance of
any of the powers hereinbefore set forth, either alone or in connection with
other corporations, firms or individuals and either as principals, or agents,
and to do every other act or acts, thing or things, incidental or appurtenant to
or growing out of or connected with the aforesaid objects, purposes, or powers
or any of them.




The
foregoing enumeration of specific powers shall not be deemed to limit or
restrict in any manner the general powers of the corporation and the enjoyment
and exercise thereof, as conferred by the laws of the State of New York upon
corporations organized under the provisions of the Business Corporation
Law.




THIRD:
(A)   The aggregate number of shares which the corporation shall
have authority to issue is 5,000,000 of which 2,000,000 shares shall be
Preferred Stock, issuable in series, of the par value of $2.50 per share and
3,000,000 shares shall be Common Stock of the par value of $.01 per
share.


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(B)   Subject
to limitations prescribed by law, the Board of Directors is authorized to
provide for the issue of shares of the Preferred Stock in one or more series, to
establish the number of shares in each series, to fix the designation, relative
rights, preferences and limitations of the shares of each such series and to
cause to be filed in the Department of State of the State of New York, such
certificates as may be required in connection therewith by the Business
Corporation Law. The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:




(a)   The
number of shares constituting the series and its designations;




(b)   The
dividend rate and payment dates for shares of the series, whether such dividends
shall be cumulative, and, if so, from which date or dates;




(c)   Whether
shares of the series shall have voting rights in addition to those provided by
law, and, if so, the terms of such rights;




(d)   Whether
shares of the series shall be convertible into or exchangeable for other
securities of the corporation, and, if so, the price or prices or the rate or
rates of such conversion or exchange and the adjustments, if any, at which such
conversion or exchange may be made;




(e)   Whether
the shares of the series shall be redeemable, and, if so, the terms and
conditions of such redemption, including the redemption price or prices per
share during any specified period or periods;


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(f)   The
rights of the shares of the series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the corporation;




(g)   Any
other relative, participating, optional or other rights, preferences or
limitations of the shares of the series.




FOURTH:   The
Secretary of State of the State of New York is hereby designated as the agent of
the corporation upon whom process in any action or proceeding may be served; the
office of the corporation shall be located in the City of New York, County of
Queens, State of New York and the address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation which
may be served upon him is ACETO CHEMICAL CO., INC., 126-02 Northern Boulevard,
Flushing, New York 11368.




FIFTH:        The
duration of the corporation is to be perpetual.




SIXTH:        The
number of its directors is to be not less than three (3) nor more than seven
(7), none of whom need be stockholders.




SEVENTH:     The
following provisions are inserted for the regulation and conduct of the affairs
of the corporation and it is expressly provided that they are intended to be in
furtherance of and not in limitation or exclusion of the powers conferred by
statute:




(a)   Meetings
of the stockholders and directors of the corporation for all purposes may be
held at places in the State of New York, other than the principal office, or at
the principal office of the corporation as herein designated, and meetings of
the directors may be held outside of the State of New York at such place or
places as may from time to time be designated in the by-laws or by resolution of
the Board of Directors.


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(b)   All
corporate powers except those which by law expressly require the consent of the
stockholders shall be exercised by the Board of Directors.




(c)   The
Board of Directors shall have power from time to time to fix and determine and
vary the amount of the working capital of the corporation and to direct and
determine the use and disposition of any surplus or net profits over and above
the capital stock paid in, and in its discretion, the Board of Directors may use
and apply any such surplus or accumulated profits in purchasing or acquiring
bonds or other obligations of the corporation or shares of its own capital
stock, to such extent and in such manner and upon such terms as the Board of
Directors shall deem expedient,  but any shares of such capital stock
so purchased or acquired may be resold unless such shares shall have been
retired in the manner provided by law for the purpose of decreasing the
corporation’s capital stock.




(d)   Any
one or more or all of the directors may be removed, either with or without
cause, at any time, by the vote of the stockholders holding a majority of the
stock of the corporation, at any special meeting, and thereupon the term of each
director or directors, who shall have been so removed shall forthwith terminate,
and there shall be a vacancy or vacancies in the Board of Directors, to be
filled as provided in the by-laws.




(e)   No
contract or other transaction between the corporation and any other corporation
shall be affected or invalidated by the fact that any one or more of the
directors of this corporation is or are interested in or is a director or
officer, or are directors or officers of such other corporation, and any
director or directors, individually or jointly, may be a party or parties to or
may be interested in any contract, or transaction of this corporation or in
which this corporation is interested and no contract, act or transaction of this
corporation, with any person or persons, firms or corporations, shall be
affected or invalidated by the fact that any director or directors of this
corporation is a party, or are parties to, or interested in such contract, act
or transaction, or in any way connected with such person or persons, firm or
association, and each and every person who may become a director of this
corporation is hereby relieved from any liability that might otherwise exist,
from contracting with the corporation for the benefit of himself, or any firm,
or corporation in which he may be in anywise interested.


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Board of
Directors may make by-laws and from time to time may alter, amend or repeal any
by-laws, but any by-laws made by the Board of Directors may be altered or
repealed by the stockholders.




EIGHTH:   No
holder of any of the shares of any class of the corporation shall be entitled as
of right to subscribe for, purchase, or otherwise acquire any shares of any
class of the corporation which the corporation proposes to issue, or any rights
or options which the corporation proposes to grant for the purchase of shares of
any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for, purchase or
otherwise acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities or obligations of the corporation, whether or not
hereafter authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury status, and any
and all of such rights and options may be granted by the Board of Directors to
such persons, firms, corporation and associations, and for such lawful
consideration, and on such terms as the Board of Directors in its discretion may
determine without first offering the same, or any thereof, to any said holder.
Without limiting the generality of the foregoing stated denial of any and all
preemptive rights, no holder of shares of any class of the corporation shall
have any preemptive rights in respect of the matters, proceedings, or
transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e)
of Section 622 of the Business Corporation Law.


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4.     The
foregoing amendments to, and restatement of, the Certificate of Incorporation
were authorized by the affirmative vote of the holders of a majority of all
outstanding shares entitled to vote thereon at a meeting of the shareholders,
duly called and held on the 18th day of November, 1976, a quorum being
present.




IN
WITNESS WHEREOF, this Certificate has been subscribed this 18th day of November,
1976, by the undersigned, who affirm that the statements made herein are true
under the penalties of perjury.


/s/ Seymour
      MannSeymour
      Mann/s/ Arnold
      FrankelArnold
      Frankel






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