CERTIFICATE OF DESIGNATION, VOTING POWERS,
                             PREFERENCES AND RIGHTS
                                       OF
                            SERIES H PREFERRED STOCK

     Pursuant  to  Section  151(g)  of  the Delaware General Corporation Law, I,
Emmett  Clemente,  President  of Ascent Pediatrics, Inc., a Delaware corporation
(the  "Corporation"),  hereby  certify  that the following is a true and correct
copy  of  a resolution duly adopted by the Corporation's Board of Directors at a
meeting  held  on  December  29,  2000, at which a quorum was present and acting
throughout, and that said resolution has not been rescinded or amended and is in
full  force  and  effect  at  the  date  hereof:
RESOLVED,  that pursuant to the authority expressly granted to and vested in the
Corporation's  Board  of  Directors  by  the Certificate of Incorporation of the
Corporation,  as amended to date, the Board of Directors hereby creates a series
of  Preferred  Stock  of  the  Corporation,  par  value  $.01  per  share, to be
designated  "Series H Preferred Stock" (hereinafter referred to as the "Series H
Preferred  Stock")  and  to  consist of four thousand (4,000) shares, and hereby
fixes  the voting powers, designations, preferences and relative, participating,
optional  or  other  rights, and the qualifications, limitations or restrictions
thereof,  of  the  Series  H  Preferred  Stock,  as  follows:
1.     Definitions.
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1.1     "Common  Stock"  shall  mean  the  shares  of  the  Common  Stock of the
Corporation,  par  value $.00004 per share, and any stock into which such Common
Stock  may  hereafter  be  changed.
1.2     "Date of Issuance" shall mean the date upon which the shares of Series H
Preferred  Stock  were  issued  and  sold  by  the  Corporation.
1.3     "Dividend  Date"  shall  mean December 31, 2001; provided, however, that
the holders of Series H Preferred Stock by action of the holders of at least 80%
of  the shares of Series H Preferred Stock then outstanding may extend such date
one  or  more  times,  but  in  no  event  to  a  date later than June 30, 2002.
1.4     "Fifth Amendment" shall mean the Fifth Amendment dated December 29, 2000
to  the  Purchase  Agreement.
1.5     "Junior  Stock" shall mean the Common Stock or any other class or series
of  capital  stock  of  the  Corporation  which  at  the time of issuance is not
declared  to be senior to or on a parity with the Series H Preferred Stock as to
dividends  or  rights  upon  liquidation.
1.6     "Legal  Holiday"  shall mean a Saturday, Sunday or day on which banks or
trust  companies  in  the  State  of  New  York  are  not  required  to be open.
1.7     "Loan  Agreement"  shall  mean  that certain Loan Agreement, dated as of
December  29, 2000, between the Corporation and the Lender (as defined therein).
1.8     "Purchase  Agreement" shall mean the Securities Purchase Agreement dated
as  of May 23, 1998, as amended, by and among the Corporation and the Purchasers
(as  defined  therein).
     2.     Dividends.
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2.1     Amount  of  Dividends.
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     (a)     The holders of shares of Series H Preferred Stock shall be entitled
to  receive,  in  preference  to the holders of Common Stock or any other Junior
Stock,  cumulative  annual  dividends  at the rate of seven and one-half percent
(7.5%)  of  the  Liquidation  Preference  (as  defined) per annum (such rate, as
increased  or decreased in accordance with this Section 2.1, being the "Dividend
Rate")  in cash for each share of Series H Preferred Stock then held.  Dividends
payable  to holders of shares of Series H Preferred Stock, as aforesaid, whether
or  not  declared by the Board of Directors, shall be fully cumulative and shall
accrue  without  interest, except as provided herein, from and after the Date of
Issuance.  Accumulated  dividends shall be paid at the Dividend Date (as defined
in  the  Loan  Agreement) out of the assets of the Corporation legally available
therefor  (except  that if such date is a Legal Holiday then such dividend shall
be  payable  on  the  next  day  that  is not a Legal Holiday) (the, a "Dividend
Date").  Dividends  will be payable to holders of record of the shares of Series
H  Preferred  Stock  as they appear on the stock books of the Corporation on the
date  that  is  ten  (10)  days  preceding  the  Dividend  Date.
(b)     If the Corporation fails to timely pay a dividend to a holder of a share
of  Series  H  Preferred  Stock within five (5) days of the Dividend Date, then,
commencing  with the Dividend Date, the Dividend Rate shall increase to nine and
one-half  percent  (9.5%)  of the Liquidation Preference per annum and dividends
shall  accrue at the Dividend Rate so increased until all accrued dividends have
been  paid  in  full.  However,  the  Dividend  Rate shall never exceed nine and
one-half  percent  (9.5%)  of  the  Liquidation  Preference  per  annum.
     2.2     Payment  of  Dividends  on  Other  Capital  Stock.
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     (a)     No  dividends or other distributions shall be declared, paid or set
apart  for payment on, and no purchase, redemption or other acquisition shall be
made  by  the  Corporation  of, any shares of Common Stock or other Junior Stock
unless  and until all accumulated dividends on the Series H Preferred Stock have
been, or contemporaneously are, paid in full or declared and funds set apart for
payment thereof in full, and in the case of any redemption pursuant to Section 5
hereof,  the aggregate Redemption Price (as defined in Section 5 hereof) for all
shares  of  Series  H  Preferred  Stock  to  be  so  redeemed  have  been,  or
contemporaneously  are,  paid  in  full.
(b)     Any reference to "distribution" contained in this Section 2 shall not be
deemed  to  include  any  distribution  made in connection with any liquidation,
dissolution  or winding-up of the Corporation, whether voluntary or involuntary.
     3.     Liquidation  or  Dissolution.  Subject  to  the  prior rights of the
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Corporation's  creditors  in  respect  of  distributions  upon  liquidation,
dissolution  or  winding-up  of  the Corporation, and the rights of any class or
series  of stock that ranks on liquidation prior and in preference to the Series
H  Preferred  Stock,  in  the event of the voluntary or involuntary liquidation,
dissolution  or winding-up of the Corporation, the holders of shares of Series H
Preferred  Stock  then  outstanding  shall  be  entitled to receive one thousand
dollars  ($1,000)  per  share (subject to appropriate adjustment in the event of
any  stock  dividend, stock split, combination or other similar recapitalization
affecting such shares) (the "Liquidation Preference"), together with accumulated
and  unpaid  dividends  payable  thereon  to  the date fixed for payment of such
distribution,  if  any,  and  the  Return  (as  hereinafter defined), before any
distribution  is  made  to  holders  of  any  Junior  Stock.  If,  upon any such
liquidation,  dissolution  or  winding-up  of  the  Corporation,  the  assets
distributable  among  the holders of shares of Series H Preferred Stock (and any
class  or series of stock ranking in parity with the Series H Preferred Stock in
respect  of  distributions  upon  liquidation,  dissolution or winding-up of the
Corporation) shall be insufficient to permit the payment in full to such holders
of  the  preferential amount payable to such holders, then the holders of shares
of  Series  H  Preferred  Stock  will  share ratably, together with any class or
series  of  stock  ranking in liquidation preference on parity with the Series H
Preferred  Stock,  in any distribution of the Corporation's assets in proportion
to  the  respective  preferential  amounts  that would have been payable if such
assets  were  sufficient  to  permit payment in full of all such amounts.  After
payment  of  the  full  amount of the liquidating distribution to which they are
entitled,  the  holders  of Series H Preferred Stock will not be entitled to any
further  participation  in any distribution of assets by the Corporation.  Under
this  Section  3,  a  distribution  of  assets in any dissolution, winding-up or
liquidation shall not include (a) any consolidation or merger of the Corporation
with or into any other corporation, (b) any dissolution, liquidation, winding-up
or  reorganization of the Corporation immediately followed by reincorporation of
a  successor  corporation  or  (c)  a  sale  or  other  disposition  of  all  or
substantially  all of the Corporation's assets in consideration for the issuance
of  equity  securities  of another corporation, provided that the consolidation,
merger,  dissolution,  liquidation,  winding-up,  reorganization,  sale or other
disposition  does  not  amend, alter, or change the preferences or rights of the
Series  H  Preferred  Stock  or  the qualifications, limitations or restrictions
thereof  in  a  manner  that  adversely  affects  the  Series H Preferred Stock.
4.     Voting  Rights.
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     (a)     General.  Except  as  provided  by law or by Section 4(b) below, no
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holder  of  shares of Series H Preferred Stock shall have the right to vote such
shares  on  any  matter  presented  to  the  stockholders  for  their  action or
consideration.
(b)     Class  Voting Rights.  So long as shares of the Series H Preferred Stock
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are  outstanding,  the  Corporation  shall  not, without the affirmative vote or
consent  of the holders of at least eighty percent (80%) of all then outstanding
shares  of  Series H Preferred Stock, voting separately as a class, amend, alter
or  repeal  (by  merger  or  otherwise)  any  provision  of  the  Certificate of
Incorporation  of  the  Corporation,  as  amended, so as to adversely affect the
relative rights, preferences, qualifications, limitations or restrictions of the
Series  H  Preferred  Stock.
     5.     Redemption.
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5.1     Redemption  at  the  Option  of  the  Corporation.
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     (a)     At any time after the Date of Issuance, the Corporation may, at its
option,  redeem  the  Series  H  Preferred  Stock  at  a  price  per  share (the
"Redemption  Price")  equal  to  the  sum of (i) the Liquidation Preference plus
accumulated  and  unpaid  dividends thereon to the date fixed for redemption and
(ii)  an amount equal to $10,000,000 divided by the number of shares of Series H
Preferred  Stock  outstanding  on  the  redemption  date (the "Return").  If the
Corporation  redeems  any  shares  of  Series H Preferred Stock pursuant to this
Section  5.1,  it  must  redeem  all  of  the shares of Series H Preferred Stock
outstanding.
(b)     The Corporation shall give notice of redemption, signed on behalf of the
Corporation  by its President and by its Treasurer or an Assistant Treasurer, to
the  holders  of  the  shares of Series H Preferred Stock not less than five (5)
days  prior  to  the  date  upon  which the redemption is to be made pursuant to
Section  5.1  (the  "Corporation Redemption Notice"), specifying (i) the accrued
and unpaid dividends on each share of Series H Preferred Stock (to and including
the date upon which the redemption is to be made), (ii) the Return and (iii) the
date  of  such  redemption.  The  Corporation  Redemption  Notice having been so
given, the aggregate Redemption Price for the shares of Series H Preferred Stock
shall  become  due  and  payable  on  the  specified  redemption  date.
     5.2     Redemption  at  the  Option  of  the  Holders of Series H Preferred
             -------------------------------------------------------------------
Stock.
     (a)     At  any  time  after  the  Demand  Date  (as  defined  in  the Loan
Agreement)  or  the occurrence of a Change of Control or Sale (as defined in the
Loan  Agreement),  the holders of Series H Preferred Stock may, by action of the
holders  of  at  least  80%  of  the  shares  of  Series  H Preferred Stock then
outstanding,  cause  the  Corporation  to  redeem  all of the shares of Series H
Preferred  Stock  outstanding  at  the  Redemption  Price.
(b)     The  holders  of shares of Series H Preferred Stock shall give notice of
redemption,  signed  on  behalf of the holders by the holders of at least 80% of
the  shares of Series H Preferred Stock then outstanding, to the Corporation not
less than thirty (30) days prior to the date upon which redemption is to be made
pursuant  to  this Section 5.2 (which notice may be provided prior to the Demand
Date  or  the occurrence of a Change of Control or Sale (the "Holders Redemption
Notice")),  specifying  the  date  of  such  redemption.  The Holders Redemption
Notice  having  been  so given, the aggregate Redemption Price for the shares of
Series  H  Preferred  Stock  shall  become  due  and  payable  on  the specified
redemption  date.
(c)     If  the  Corporation does not have sufficient funds legally available to
redeem  the  Series  H  Preferred  Stock on any redemption date, the Corporation
shall  redeem  a  pro rata portion of each holder's shares of Series H Preferred
Stock  out  of  funds  legally available therefor and shall redeem the remaining
shares  to  have  been redeemed as soon as practicable after the Corporation has
funds  legally  available  therefor.
     5.3     Redemption  Date.  On  or prior to the redemption date, each holder
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of shares of Series H Preferred Stock to be redeemed shall surrender such shares
of  Series  H Preferred Stock to the Corporation, in the manner and at the place
designated  in  the  Redemption  Notice,  and thereupon the Redemption Price per
share  plus  all accumulated and unpaid dividends thereon through the redemption
date  shall  be  payable  to  the  order  of  such  holder.  From  and after the
redemption  date,  unless  there shall have been a default in the payment of the
Redemption  Price,  all  rights  of  such  holder  of  Series  H Preferred Stock
designated  for  redemption  shall cease with respect to such shares of Series H
Preferred  Stock,  and  such  shares  of  Series  H  Preferred  Stock  shall not
thereafter  be  transferred  on  the books of the Corporation or be deemed to be
outstanding  for  any  purpose  whatsoever.
5.4     Return.  Notwithstanding  anything  in this Certificate to the contrary,
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from  and  after  a  Company  Sale Rejection (as defined in the Fifth Amendment)
shall  have  occurred,  the holders of the Series H Preferred Stock shall not be
entitled  to  the  Return  under  Section  3  or  5  or  otherwise.
5.5     Redeemed or Otherwise Acquired Shares.  Any shares of Series H Preferred
        -------------------------------------
Stock  which are redeemed or otherwise acquired by the Corporation or any of its
subsidiaries  shall  be  automatically and immediately canceled and shall not be
reissued,  sold  or  transferred.  Neither  the  Corporation  nor  any  of  its
subsidiaries  may  exercise any voting or other rights granted to the holders of
Series  H  Preferred  Stock.
6.     No  Preemptive Rights.  Except as described in the Purchase Agreement, no
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holder  of  shares  of  Series  H  Preferred  Stock shall have any preemptive or
preferential right of subscription to any shares of stock of the Corporation, or
to  options,  warrants  or  other  interests  therein  or  therefor,  or  to any
obligations  convertible  into  stock of the Corporation, issued or sold, or any
right  of  subscription  to any thereof other than such, if any, as the Board of
Directors,  in its discretion, from time to time may determine and at such price
or  prices  as  the  Board  of  Directors  from  time  to  time  may  fix.
7.     Amendments  to Certificate of Designation.  The terms of this Certificate
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of Designation may be amended or waived, with the consent of holders of at least
eighty percent (80%) of the shares of Series H Preferred Stock then outstanding,
which  consent  will not be unreasonably withheld.  The Corporation shall not be
charged  a  fee  for  providing  such  consent.

<PAGE>
IN  WITNESS WHEREOF, the undersigned has executed this Certificate this 29th day
of  December,  2000.

By:      /s/  Emmett  Clemente
        ----------------------
Emmett  Clemente
President