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                                                             EXHIBIT 3.1.2
                          CERTIFICATE OF AMENDMENT TO
                        AMENDED AND RESTATED CERTIFICATE
                              OF INCORPORATION OF
                       ROBERTS PHARMACEUTICAL CORPORATION

     Pursuant to Section 14A:7-2(4) of the New Jersey Business Corporation Act,
the undersigned certifies as follows:

     1.   The name of the corporation is Roberts Pharmaceutical Corporation (the
"Corporation").

     2.   By Unanimous Written Consent dated as of August 26, 1996, a duly
appointed committee of the Board of Directors of the Corporation duly adopted
the following resolution:

     RESOLVED, that there shall be a series of shares of the Class B Preferred
Stock of the Corporation designated "5% Convertible Preferred Stock"; that the
number of shares of such series shall be 5,500,000 and that the rights and
preferences of such series (the "5% Preferred") and the limitations and
restrictions thereon shall be as follows:


1.   Dividends.
     ----------

     a)   The holders of the 5% Preferred shall be entitled to receive out of
          any assets legally available therefor cumulative dividends at the rate
          of $1.25 per share per annum, payable quarterly on March 31, June 30,
          September 30 and December 31 of each year, when and as declared by the
          Board of Directors, in preference and priority to any payment of any
          dividend on the Common Stock or any other class or series of stock of
          the Corporation. Such dividends shall accrue on any given share from
          the day of original issuance of such share and shall accrue from day
          to day whether or not earned or declared. If at any time dividends on
          the outstanding 5% Preferred at the rate set forth above shall not
          have been paid or declared and set apart for payment with respect to
          all preceding periods, the amount of the deficiency shall be fully
          paid or declared and set apart for payment, but without interest,
          before any distribution, whether by way of dividend or otherwise,
          shall be declared or paid upon or set apart for the shares of any
          other class or series of stock of the Corporation.

     b)   Any dividend payable on a dividend payment date more than 90 days
          after the date of issuance may be paid, at the 

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          option of the Corporation, either (i) in cash or (ii) in shares of 5%
          Preferred value at $25 per share if the Common Stock issuable upon
          conversion of such shares has been registered for resale under the
          Securities Act of 1933, as amended (the "Act"), and the registration
          statement including a current prospectus with respect thereto remains
          in effect at the date of delivery of such shares, and if the
          Corporation shall have given written notice of its intention to pay
          such dividend in stock to all holders of the 5% Preferred at least 10
          days before the record date for such dividend. No holder that is a
          bank holding company or subsidiary thereof shall be required to accept
          5% Preferred in lieu of cash in payment of a dividend unless after
          giving effect thereto the provisions of Section 10 hereof would permit
          one share of 5% Preferred to be converted by such holder.

2.   Liquidation Preference.
     -----------------------

     a)   In the event of any liquidation, dissolution or winding up of the
          Corporation, either voluntary or involuntary, the holders of the 5%
          Preferred shall be entitled to receive, prior and in preference to any
          distribution of any assets of the Corporation to the holders of any
          other class or series of shares, the amount of $25 per share plus any
          accrued but unpaid dividends (the "Liquidation Preference").

     b)   A consolidation or merger of the Corporation with or into any other
          corporation or corporations, or a sale of all or substantially all of
          the assets of the Corporation, shall, at the option of the holders of
          the 5% Preferred, be deemed a liquidation, dissolution or winding up
          within the meaning of this Section 2 if the shares of stock of the
          Corporation outstanding immediately prior to such transaction
          represent immediately after such transaction less than a majority of
          the voting power of the surviving corporation (or of the acquiror of
          the Corporation's assets in the case of a sale of assets).  Such
          option may be exercised by the vote or written consent of holders of a
          majority of the 5% Preferred at any time within thirty calendar days
          after written notice (which shall be given promptly) of the essential
          terms of such transaction shall have been given to the holders of the
          5% Preferred in the manner provided by law for the giving of notice of
          meetings of shareholders.

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3.   Forced Conversion.
     ------------------

     a)   The Company at its option may cause all outstanding shares of the 5%
          Preferred to be converted into Common Stock at any time beginning
          twelve months after the date of issuance, on at least 20 days' notice,
          at a conversion price determined as set forth in Section 4  hereof
          (the "Conversion Price") as of the date specified in such notice (the
          "Conversion Date") and otherwise on the terms set forth in said
          Section 4; provided, that the Corporation may not exercise such right
          of conversion unless (i) the Closing Price (last trade price) of the
          Common Stock as reported by NASDAQ for the 20 consecutive trading days
          prior to the date the Conversion Notice is mailed has not on any day
          been less than 120% of the Conversion Cap (as defined in Section
          4(c)(ii) hereof)(subject to adjustment for stock dividends, stock
          splits and reverse stock splits), and (ii) the shares issuable upon
          conversion of the 5% Preferred are registered for resale by an
          effective registration statement ("Registration Statement") under the
          Act which became effective not more than 90 days after the date of
          issuance of the 5% Preferred, and a current prospectus meeting the
          requirements of Section 10 of the Act is available for delivery at the
          Conversion Date.

     b)   At least 20 days prior to the Conversion Date, written notice (the
          "Conversion Notice") shall be mailed, first class postage prepaid, by
          the Corporation to each holder of record of the 5% Preferred, at the
          address last shown on the records of the Corporation for such holder,
          notifying such holder of the conversion which is to be effected,
          specifying the Conversion Date and calling upon each such holder to
          surrender to the Corporation, in the manner and at the place
          designated, a certificate or certificates representing the number of
          shares of 5% Preferred held by such holder.  Subject to the provisions
          of the following subsection (c), on or after the Conversion Date, each
          holder of 5% Preferred shall surrender to the Corporation the
          certificate or certificates representing the shares of 5% Preferred
          owned by such holder as of the Conversion Date, in the manner and at
          the place designated in the Conversion Notice, and thereupon the
          shares issuable upon such conversion shall be delivered as provided in
          Section 4(b) hereof.

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     c)   If at the Conversion Date the registration condition specified in
          clause (ii) of subsection (a) shall not be satisfied, then no shares
          shall be converted and the Conversion Notice shall be deemed to be
          withdrawn.  In such event, any certificates for 5% Preferred which
          have been surrendered for conversion shall be returned to the persons
          surrendering the same; provided, however, that if a holder shall have
          received shares of Common Stock upon conversion of 5% Preferred after
          the Conversion Notice was given but before the Conversion  Date, such
          holder may elect either to retain such Common Stock or rescind such
          conversion by tendering such shares of Common Stock to the
          Corporation.

     d)   On the second anniversary of the Closing Date, all then outstanding
          shares of 5% Preferred shall be automatically converted into Common
          Stock at the Conversion Price and otherwise pursuant to the applicable
          provisions set forth in Section 4 hereof.

4.   Optional Conversion.  The holders of the 5% Preferred shall have optional
     --------------------                                                     
     conversion rights as follows:

     a)   Right to Convert.  At any time after the earlier of (i) the date at
          -----------------                                                  
          which a Registration Statement is declared effective, or (ii) the 90th
          day following the Closing Date, each share of 5% Preferred shall be
          convertible, at the option of the holder thereof, into such number of
          fully paid and nonassessable shares of Common Stock as is determined
          by dividing (x) the Liquidation Preference of the 5% Preferred
          determined pursuant to Section 2 hereof on the date the notice of
          conversion is given, by (y) the Conversion Price determined as
          hereinafter provided in effect on said date.

     b)   Mechanics of Conversion.  To convert shares of 5% Preferred into
          ------------------------                                        
          shares of Common Stock, the holder shall give written notice to the
          Corporation (which notice may be given by facsimile transmission) that
          such holder elects to convert the same and shall state therein the
          number of shares to be converted and the name or names in which such
          holder wishes the certificate or certificates for shares of Common
          Stock to be issued.  Promptly thereafter the holder shall surrender
          the certificate or certificates representing the shares to be
          converted, duly endorsed, at the office of the Corporation or of any
          transfer agent for such shares, or at such other place designated by
          the Corporation.  The Corporation shall,

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          immediately upon receipt of such notice, issue and deliver to or upon
          the order of such holder, against delivery of the certificates
          representing the shares which have been converted, a certificate or
          certificates for the number of shares of Common Stock to which such
          holder shall be entitled. The Corporation shall effect such issuance
          within two (2) business days and shall transmit the certificates by
          messenger or overnight delivery service to reach the address
          designated by such holder within two (2) business days after the
          receipt of such notice. Notice of conversion may be given by a holder
          at any time during the day up to midnight New York time and such
          conversion shall be deemed to have been made immediately prior to the
          close of business on the date such notice of conversion is given. The
          person or persons entitled to receive the shares of Common Stock
          issuable upon such conversion shall be treated for all purposes as the
          record holder or holders of such shares of Common Stock at the close
          of business on such date.

     c)   Determination of Conversion Price.
          ----------------------------------

          i)   At any date following the earlier of (x) the date at which a
          Registration Statement is declared effective, or (ii) the 90th day
          following the Closing Date subject to the provisions of subparagraph
          (ii) below, the Conversion Price shall be 90% of the lowest trade
          price of the Common Stock as reported by NASDAQ during a specified
          period of consecutive trading days immediately preceding such date,
          which periods are set forth in the table below:

         Period during which such        Period of consecutive trading
         date occurs:                    days preceding such date:

         Through the 120th day after Closing        5 days
         121st to 150th day after Closing           6 days
         151st to 180th day after Closing           7 days
         181th to 210th day after Closing           8 days
         211th to 240th day after Closing           9 days
         241st to 270th day after Closing          10 days
         271st to 300th day after Closing          11 days
         301st to 330th day after Closing          12 days
         331st day after Closing or later          13 days

          ii)  The Conversion Price shall not be greater than the Conversion
               Cap. The Conversion Cap shall be calculated as follows: the mean
               between the closing bid price and closing ask price

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               (as reported on NASDAQ) for each trading day during the 90-day
               period following the Closing Date (not including the Closing
               Date) shall be averaged; the Conversion Cap shall be equal to
               115% of the resulting average.

          iii) The "lowest trade price" of the Common Stock on any day shall be
               the lowest reported sale price of the Common Stock on NASDAQ or
               any other principal securities price quotation system or market
               on which prices of the Common Stock are reported. The term
               "trading day" means a day on which trading is reported on the
               principal quotation system or market on which prices of the
               Common Stock are reported.

          iv)  If during any period of consecutive trading days provided for
               above, the Corporation shall declare or pay any dividend on the
               Common Stock payable in Common Stock or in rights to acquire
               Common Stock, or shall effect a stock split or reverse stock
               split, or a combination, consolidation or reclassification of the
               Common Stock, then the Conversion Price shall be proportionately
               decreased or increased, as appropriate, to give effect to such
               event. If any such event occurs after the Conversion Cap has been
               determined, the Conversion Cap shall be proportionately decreased
               or increased, as appropriate, to give effect to such event.

     d)   Distributions. If the Corporation shall at any time or from time to
          --------------
          time make or issue, or fix a record date for the determination of
          holders of Common Stock entitled to receive, a dividend or other
          distribution payable in securities of the Corporation or any of its
          subsidiaries other than additional shares of Common Stock, then in
          each such event provision shall be made so that the holders of 5%
          Preferred shall receive, upon the conversion thereof, the securities
          of the Corporation which they would have received had they been the
          owners on the date of such event of the number of shares of Common
          Stock issuable to them upon conversion.

     e)   Certificates as to Adjustments. Upon the occurrence of any adjustment
          -------------------------------
          or readjustment of the Conversion Price or the Conversion Cap pursuant
          to this Section 4, the Corporation at its expense shall promptly
          compute such 

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          adjustment or readjustment in accordance with the terms hereof and
          cause the independent public accountants regularly employed to audit
          the financial statements of the Corporation to verify such computation
          and prepare and furnish to each holder of 5% Preferred a certificate
          setting forth such adjustment or readjustment and showing in detail
          the facts upon which such adjustment or readjustment is based. The
          Corporation shall, upon the written request at any time of any holder
          of 5% Preferred, furnish or cause to be furnished to such holder a
          like certificate prepared by the Corporation setting forth (i) such
          adjustments and readjustments, and (ii) the number of other securities
          and the amount, if any, of other property which at the time would be
          received upon the conversion of 5% Preferred with respect to each
          shares of Common Stock received upon such conversion.

     f)   Notice of Record Date. In the event of any taking by the Corporation
          ----------------------
          of a record of the holders of any class of securities for the purpose
          of determining the holders thereof who are entitled to receive any
          dividend (other than a cash dividend) or other distribution, any
          security or right convertible into or entitling the holder thereof to
          receive additional shares of Common Stock, or any right to subscribe
          for, purchase or otherwise acquire any shares of stock of any class or
          any other securities or property, or to receive any other right, the
          Corporation shall mail to each holder of 5% Preferred at least 10 days
          prior to the date specified therein, a notice specifying the date on
          which any such record is to be taken for the purpose of such dividend,
          distribution, security or right and the amount and character of such
          dividend, distribution, security or right.

     g)   Issue Taxes. The Corporation shall pay any and all issue and other
          ------------
          taxes, excluding any income, franchise or similar taxes, that may be
          payable in respect of any issue or delivery of shares of Common Stock
          on conversion of shares of 5% Preferred pursuant hereto; provided,
          however, that the Corporation shall not be obligated to pay any
          transfer taxes resulting from any transfer requested by any holder in
          connection with any such conversion.

     h)   Reservation of Stock Issuable Upon Conversion. The Corporation shall
          ----------------------------------------------
          at all times reserve and keep available out of its authorized but
          unissued shares of Common 

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          Stock, solely for the purpose of effecting the conversion of the
          shares of the 5% Preferred, such number of its shares of Common Stock
          as shall from time to time be sufficient to effect the conversion of
          all outstanding shares of the 5% Preferred, subject to the limitation
          set forth in subsection (l) below, and if at any time the number of
          authorized but unissued shares of Common stock shall not be sufficient
          to effect the conversion of all then outstanding shares of the 5%
          Preferred, the Corporation will take such corporate action as may, in
          the opinion of its counsel, be necessary to increase its authorized
          but unissued shares of Common Stock to such number of shares as shall
          be sufficient for such purpose, including, without limitation,
          engaging in best efforts to obtain the requisite shareholder approval.

     i)   Fractional Shares.  No fractional shares shall be issued upon the
          ------------------                                               
          conversion of any share or shares of 5% Preferred. All shares of
          Common Stock (including fractions thereof) issuable upon conversion of
          more than one share of 5% Preferred by a holder thereof shall be
          aggregated for purposes of determining whether the conversion would
          result in the issuance of any fractional share. If, after the
          aforementioned aggregation, the conversion would result in the
          issuance of a fraction of a share of Common Stock, the Corporation
          shall, in lieu of issuing any fractional share, pay the holder
          otherwise entitled to such fraction a sum in cash equal to the fair
          market value of such fraction on the date of conversion (as determined
          in good faith by the Board of Directors of the Corporation).

     j)   Notices.  Any notice required by the provisions of this Section to be
          --------                                                             
          given to the holders of shares of 5% Preferred shall be deemed given
          if deposited in the United States mail, postage prepaid, and addressed
          to each holder of record at its address appearing on the books of the
          Corporation.

     k)   Reorganization or Merger.  In case of any reorganization or any
          -------------------------                                      
          reclassification of the capital stock of the Corporation or any
          consolidation or merger of the Corporation with or into any other
          corporation or corporations or a sale of all or substantially all of
          the assets of the Corporation to any other person, and the holders of
          5% Preferred do not elect to treat such transaction as a liquidation,
          dissolution or winding up as provided in Section 2, then, as part of
          such 

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          reorganization, consolidation, merger or sale, provision shall be
          made so that each share of 5% Preferred shall thereafter be
          convertible into the number of shares of stock or other securities or
          property (including cash) to which a holder of the number of shares of
          Common Stock deliverable upon conversion of such share of 5% Preferred
          would have been entitled upon the record date of (or date of, if no
          record date is fixed) such event and, in any case, appropriate
          adjustment (as determined by the Board of Directors) shall be made in
          the application of the provisions herein set forth with respect to the
          rights and interests thereafter of the holders of the 5% Preferred, to
          the end that the provisions set forth herein shall thereafter be
          applicable, as nearly as equivalent as is practicable, in relation to
          any shares of stock or the securities or property (including cash)
          thereafter deliverable upon the conversion of the shares of 5%
          Preferred.

     l)   Limitation on Number of Conversion Shares.  The Corporation shall not
          ------------------------------------------                           
          be obligated to issue, in the aggregate, more than 3,717,529 shares of
          Common Stock as presently constituted (the "NASDAQ Cap") upon (1)
          conversion of the 5% Preferred, (2) exercise of the warrants issued to
          Cappello & Laffer Capital Corp. or its designees in connection with
          the sale of the 5% Preferred and the sale of stock to entities advised
          by Dimensional Fund Advisors, and (3) the issuance of 600,000 shares
          on or about July 17, 1996 to entities advised by Dimensional Fund
          Advisors, if issuance of a larger number of shares would constitute a
          breach of the Corporation's obligations under its agreements with the
          NASD or NASDAQ or the rules of such organizations. Subject to the
          obligation to effect certain redemptions pursuant to the last three
          sentences of this subsection (l), if further issuances of shares of
          Common Stock pursuant to clauses (1) through (3) would constitute a
          breach of the Corporation's obligations under any applicable
          agreements with the NASD or NASDAQ or the rules of such organizations
          (i.e., all of the shares permitted to be issued under the NASDAQ Cap
          shall have been so issued), then so long thereafter as such limitation
          shall continue to be applicable and any shares of 5% Preferred are
          submitted for conversion, if such submision is prior to 136 days after
          the Closing Date, such shares shall receive in cash an amount equal to
          111.11% of the Liquidation Preference of such shares, or if such
          submission is subsequent to 135 days after the Closing

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          Date, such shares shall receive in cash an amount equal to the the
          greater of (i) 111.11% of the Liquidation Preference of such shares or
          (ii) the current value of the Common Stock which such shares would
          otherwise be entitled to receive upon conversion (such value per share
          to be the closing price of such shares as reported by NASDAQ on the
          Conversion Date), in lieu of the Common Stock which such shares would
          otherwise be entitled to receive upon conversion, and such shares will
          be deemed cancelled. Payment of said cash amount shall be made no
          later than one business day after the time specified in Section 4(b)
          for the delivery o Common Stock upon conversion, and shall bear daily
          interest thereafter at the rate of one-tenth of one percent per day
          until paid. Such maximum number of shares of Common Stock shall be
          proportionately and equitably adjusted in the event of stock splits,
          stock dividends, reverse stock splits, reclassifications or other such
          events, in such manner as the Board of Directors of the Corporation
          shall reasonably determine. If the Corporation is unable to obtain the
          requisite shareholder approval concerning the issuance of shares of
          Common Stock in connection with the events specified in clauses (1)
          through (3) above to satisfy all NASD and NASDAQ requirements prior to
          120 days after the date of issuance, the Corporation shall then
          redeem, at a "Special Redemption Price" equal to 111.11% of the
          Liquidation Preference of such shares, a number of shares equal to
          $75,000,000 (plus any earnings accumulated thereon from the Closing
          Date until the Redemption Date) divided by the Special Redemption
          Price. Any redemption effected pursuant to the preceding sentence
          shall require no more than 10 days' notice and the Redemption Date
          shall be not more than 135 days after the date of issuance. Such
          redemption shall be made pro rata based on the number of shares of the
          5% Preferred outstanding at 11:59 p.m. on the day prior to the
          Redemption Date, and as early as practicable on the Redemption Date
          the Corporation shall notify each holder of 5% Preferred by the most
          rapid means of communication available to the Corporation, which may
          be facsimilie transmission, of the pro rata number of shares to be
          redeemed from each holder. Such notice shall be binding upon holders
          who have submitted their stock certificates for redemption prior to
          the receipt of such notice, as well as on holders who submit their
          stock certificates thereafter. If there shall be a default in payment
          of the Special Redemption Price, the amount so payable shall bear
          daily interest from and after the Redemption Date at

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          the rate of one-tenth of one percent per day until paid. Shares so
          redeemed shall be deemed to have been redeemed at the opening of
          business on the Redemption Date and shall no longer be treated as
          outstanding shares except for purposes of receiving the Special
          Redemption Price.

     m)   Reissuance of Certificates.  In the event of an optional conversion of
          ---------------------------                                           
          5% Preferred pursuant to Section 4(a) hereof or a redemption of 5%
          Preferred pursuant to Section 4(1) hereof in which less than all of
          the shares of 5% Preferred of a particular certificate are converted
          or redeemed, as the case may be, the Corporation shall promptly cause
          to be issued and delivered to the holder of such certificate, a
          certificate representing the remaining shares of 5% Preferred which
          have not been so converted or redeemed.

5.   Other Provisions.  For all purposes of this Resolution, the term "date of
     -----------------                                                        
     issuance" and the terms "Closing" or "Closing Date" shall mean the day on
     which shares of the 5% Preferred are first issued by the Corporation.  Any
     provision herein which conflicts with or violates any applicable usury law
     shall be deemed modified to the extent necessary to avoid such conflict or
     violation.  The term "NASDAQ" herein refers to the principal market on
     which the Common Stock of the Company is traded.  If the Common Stock is
     listed on a securities exchange, or if another market becomes the
     principal market on which the Common Stock is traded or through which price
     quotations for the Common Stock are reported, the term "NASDAQ" shall be
     deemed to refer to such exchange or other principal market.

6.   Restrictions and Limitations.  The Corporation shall not undertake the
     -----------------------------                                         
     following actions without the consent of the holders of a majority of the
     5% Preferred: (i) modify its Certificate of Incorporation or Bylaws so as
     to amend or change any of the rights, preferences or privileges of the 5%
     Preferred, (ii) authorize or issue any other preferred equity security
     senior to or on a parity with the 5% Preferred, as to dividends,
     liquidation, preferences, conversion rights, redemption rights or other
     rights, preferences or privileges, or (iii) purchase or otherwise acquire
     for value any Common Stock or other equity security of the Corporation
     either junior or senior to or on a parity with the 5% Preferred while there
     exists any arrearage in the payment of cumulative dividends hereunder.

7.   Voting Rights.  Except as provided herein or as provided by 
     --------------                                                         

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     law, the 5% Preferred shall have no voting rights.

8.   Attorneys' Fees.  Any holder of 5% Preferred shall be entitled to recover
     ----------------                                                         
     from the Corporation the reasonable attorneys' fees and expenses incurred
     by such holder in connection with enforcement by such holder of any
     obligation of the Corporation hereunder.

9.   No Adverse Actions.  The Corporation shall not in any manner, whether by
     -------------------                                                     
     amendment of the Certificate of Incorporation (including, without
     limitation, any Certificate of Designation), merger, reorganization,
     recapitalization, consolidation, sales of assets, sale of stock, tender
     offer, dissolution or otherwise, take any action, or permit any action to
     be taken, solely or primarily for the purpose of increasing the value of
     any class of stock of the Corporation if the effect of such action is to
     reduce the value or security of the Preferred Stock.

10.  Limits on Conversion of 5% Preferred Stock.  Notwithstanding any right of
     -------------------------------------------                              
     conversion of 5% Preferred Stock provided for above, no such shares of 5%
     Preferred Stock originally issued by the Corporation to a bank holding
     company or an affiliate of a bank holding company shall be converted into
     shares of Common Stock or any other class or series of voting stock by the
     original holder or any direct or indirect transferee thereof such that
     immediately after such conversion such person and its affiliates (which
     term, for avoidance of doubt, includes such bank holding company, any such
     transferee and their respective affiliates) would own  more than 4.9% of
     any class of voting securities of the Corporation, unless such shares are
     being distributed, disposed of or sold in any one of the following
     transactions (each a "Conversion Event"):

     a)  an initial public offering or other widely-dispersed public
         distribution of the shares of the Company;

     b)  transfers in small amounts pursuant to Rule 144 under the Securities
         Act of 1933;

     c)  a transfer to a single purchaser (or a group acting in concert) which
         controls or which has negotiated the purchase of at least a majority
          of the Company's voting stock held by persons other than the bank
          holding company investor;

     d)  a private sale of such equity so long as no purchaser acquires more
         than 2% of the total equity outstanding 

                                      -12-
<PAGE>
 
         upon conversion; or

     e)  such shares are being sold in any other manner permitted by the
         Federal Reserve Board.

     For purposes of this Section 10, "persons" shall include any natural person
                                       -------                                  
     and any corporation, partnership, joint venture, trust, unincorporated
     organization and any other entity or organization and percentages of the
     Corporation's outstanding voting securities shall include shares issuable
     upon exercise or conversion of 5% Preferred Stock and other convertible
     securities, options, warrants or other similar instruments owned by such
     bank holding company, its transferees and their respective affiliates, but
     shall not include shares issuable upon exercise or conversion of
     convertible securities, options, warrants or other similar instruments
     owned by any other person.  The provisions of this Section 10 shall not
     limit or affect the right of the Corporation to force conversion pursuant
     to Section 3(a) hereof nor the automatic conversion provided for in Section
     3(d) hereof.  The Corporation shall have no obligation to monitor
     compliance with the limits set forth in this Section 10 or the holdings of
     any shareholder, and shall have no liability for the failure of any person
     to comply with such limits.

3.  The Amended and Restated Certificate of Incorporation is amended so that the
relative rights, preferences and limitations of the 5% Preferred are as stated
in the resolution set forth in Paragraph 2 above.

     IN WITNESS WHEREOF, Roberts Pharmaceutical Corporation has caused its duly
authorized officer to execute this Certificate of Amendment on August 26, 1996.


                              ROBERTS PHARMACEUTICAL CORPORATION



                           By:/s/Anthony A. Rascio
                              ----------------------------------
                              ANTHONY A. RASCIO, Vice President

                                      -13-