EXHIBIT 3.2



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                         MEDICAL NUTRITION SYSTEMS, INC.
                         Pursuant to N.J.S.A. 14A:9-4(1)

         This is to certify that the undersigned, constituting the sole
incorporator of Medical Nutrition Systems, Inc. ("Company") hereby amends the
Company's Certificate of Incorporation, by unanimous consent of the incorporator
before the organizational meeting of its directors, pursuant to N.J.S.A.
14A:9-4, as follows:

                  1.       Article "FOURTH" is hereby deleted, in full, and the
following substituted in its place and stead:

                  "FOURTH: The aggregate number of shares which the corporation
                  shall have authority to issue in five million (5,000,000)
                  shares without nominal or par value. All or part of said
                  shares may be issued by the Company from time to time, and for
                  such consideration, as may be determined upon and fixed by the
                  Board of Directors, as provided by law. The Board of
                  Directors, shall have the power to amend the Company's
                  Certificate of Incorporation to effectuate the division of
                  shares into classes and into series within any class or
                  classes, the determination of the designation and number of
                  shares of any class or series, the determination of the
                  relative rights, preferences and limitations of the shares of
                  any class or series, and any or all of such divisions and
                  determinations.

                  2.       Article "SIXTH" is hereby amended by deleting the
material in parenthesis, shown below, and substituting the matter underlined
below in its place and stead, viz.:

                  Name             Number of Shares               Address
                  ----             ----------------               -------
              Leon J. Sokol         (100) 1,012,500        39 Hudson Street
                                          ---------        Hackensack, NJ 07601

                  3.       The following additional Article "SEVENTH" is hereby
added to the Certificate of Incorporation:

                           "SEVENTH: The Board of Directors of the Company may
                  designate one or more committees, each committee to consist of
                  one or more of the Directors of the Company. The Board may
                  designate one or more Directors as alternate members of any
                  committee, who may replace any absent or disqualified member
                  of any meeting of such committee. The By-Laws may provide that
                  in the absence or disqualification of a member of the
                  committee the member or members thereof present at any meeting
<PAGE>

                  thereof and not disqualified from voting, whether or not he or
                  they constitute a quorum, may unanimously appoint another
                  member of the Board of Directors to act at the meeting in the
                  place of any such absent or disqualified member. Any such
                  committee to the extent provided in the resolution of the of
                  the Board of Directors, or in the By-Laws of the Company,
                  shall have and may exercise all of the powers and authority of
                  the Board of Directors in the management of the business and
                  affairs of the Company, and may authorize the seal of the
                  Company to be affixed to all papers which may require it; but
                  no such committee shall have the power or authority in
                  reference to amending the Certificate of Incorporation,
                  adopting an agreement of merger or consolidation, recommending
                  to the stockholder the sale, lease or exchange of all or
                  substantially all of the Company's property and assets,
                  recommending to the Shareholders the dissolution of the
                  Company or a revocation of the dissolution, or amending the
                  By-Laws expressly so provide, no such committee shall have the
                  power or authority to declare a dividend to authorize the
                  issuance of stock."

                  4.       This Certificate of Amendment of the Certificate of
Incorporation shall be effective upon its filing with the Office of the
Secretary of State, State of New Jersey.

                  IN WITNESS WHEREOF, the undersigned, being the sole
incorporator of Medical Nutrition Systems, Inc. sign this Certificate this 6th
day of February, 1982.



                                       /s/ LEON J. SOKOL
                                       -----------------------------------------
                                       Leon J. Sokol


                                        2