EXHIBIT 3.5

                                                                          CSC 45

                                 F 97O106000353


                         CERTIFICATE OF AMENDMENT OF THE

                           CERTIFICATE OF INCORPORATION

                                       OF

                           MEDICAL STERILIZATION, INC.

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

IT IS HEREBY CERTIFIED THAT:

         1. The name of the  corporation is MEDICAL  STERILIZATION,  INC.,  (the
"Corporation").  The original  name under which the  Corporation  was formed was
General Sterilization Services, Inc.

         2. The Certificate of Incorporation of the Corporation was filed by the
Department  of State  of New  York on May 27,  1982.  Restated  Certificates  of
Incorporation  and Certificates of Amendment were filed on May 12, 1983,  August
5, 1983, May 24, 1989, January 4, 1990, November 28, 1994 and June 17, 1996.

         3. The amendment of the Certificate of  Incorporation  effected by this
Certificate  of Amendment is to confirm the increase of the number of authorized
shares constituting the Series C Convertible  Preferred Stock of the Corporation
from 1,542,000 to 1,945,265 shares.

         4. To accomplish the foregoing  amendment Paragraph Fourth A(b)(iii) is
hereby amended to read in its entirety as follows:



         "(iii)  1,945,265  shares of the authorized  Preferred Stock of the par
         value of $.01 each shall be issued in and as a series to be  designated
         "Series C Convertible Preferred Stock."

         5. The foregoing  amendment of the  Certificate  of  Incorporation  was
authorized  by the Board of  Directors  of the  Corporation  at a meeting of the
Board duly held on December  14,  1994,  followed by the written  consent of the
holders  of  two-thirds  of the  outstanding  shares  of  Series  B  Convertible
preffered  Stock and  two-thirds  of the  holders of the  outstanding  shares of
Series C Convertible Preferred Stock.

         IN WITNESS  WHEREOF,  we have hereunto  subscribed this  Certificate on
January 3, 1997, as of December 14, 1994.



                                                  /s/ K. H. Morganstern
                                                  -----------------------------
                                                  Kennard H. Morganstern
                                                  Chairman of the Board

                                                  /s/ Harvey Cohen
                                                  -----------------------------
                                                  Harvey Cohen, Secretary





                                  VERIFICATION

STATE OF NEW YORK)
                 )SS.:
COUNTY OF NASSAU )

         HARVEY  COHEN,  being  duly  sworn  deposes  and  says,  that he is the
Secretary of Medical Sterilization, Inc., the corporation named in and described
in the  foregoing  certificate,  and is one of the persons  described in and who
executed the foregoing  certificate,  that he has read the foregoing Certificate
of Amendment of the Certificate of Incorporation and knows the contents thereof,
and that the statements contained therein are true.



                                                  /s/ Harvey Cohen
                                                  -----------------------------
                                                  Harvey Cohen

Sworn to before me this
3rd day of January, 1997


/s/ Joel B. Cutler
------------------------
Notary Public

Joel B. Cutler
Notary Public, State of New York
No. 30-4765483
Qualified in Nassau County
Commission Expires December 31, 1997








                                     CSC 45

                                 F 970106000353

                            CERTIFICATE OF AMENDMENT

                                       OF

                           MEDICAL STERILIZATION, INC.


                           --------------------------


                   Section 805 of the Business Corporation Law



                                                   ICC
         Filer: Joel B. Cutler, Esq          STATE OF NEW YORK
         Murtagh Cohen & Byrne              DEPARTMENT OF STATE
         1100 Franklin Ave    
         Garden City, NY  11530           FILED JAN 06 1997
                                          TAX $_____________
                                          BY: /s/ SAC
                                             ---------------
                                              Nassau

                                                                    970106000377

                                                                          BILLED
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