Exhibit 4.2


Microfilm Number                              Filed with the Department of State
                                                                 on May 01, 1997

Entity Number  2605116                        /s/ YVETTE KANE
                                              ----------------------------------
                                                  Secretary of the Commonwealth


         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION

     In compliance with the requirements of 15 Pa.C.S. Section 1522(b) (relating
to statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations, and special
rights, if any, of a class or series of its shares, hereby states that:

        1. The name of the corporation is CFM TECHNOLOGIES, INC.

        2. (Check and complete one of the following):

           ___  The resolution amending the Articles under 15 Pa.C.S. Section
                1522(b) (relating to divisions and determinations by the board)
                set forth in full, is as follows:


           _X_  The resolution amending the Articles under 15 Pa.C.S. Section
                1522(b) is set forth in full in Exhibit A attached hereto and
                made a part hereof.

     3. The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed under
15 Pa.C.S. Section 1522 or corresponding provisions of prior law with respect
thereto, and (c) any other provision of the Articles is 300,000 shares.

     4. The resolution was adopted by the Board of Directors or an authorized
committee thereof on APRIL 17, 1997.

     5. (CHECK, AND IF APPROPRIATE COMPLETE, ONE OF THE FOLLOWING):

           _X_  The resolution shall be effective upon the filing this statement
                with respect to shares in the Department of State.

           ___  The resolution shall be effective on: _______________ at
                ______________________.
 

     IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
of Amendment to be signed by a duly authorized officer thereof this 28th day of
April, 1997.


                             CFM TECHNOLOGIES, INC.
                   
                   
                             By: /S/ LORIN J. RANDALL
                                --------------------------------------
                                Title:  Vice President-Finance,
                                        Secretary and Treasurer
     

<PAGE>


                                    EXHIBIT A
                                       TO
                        STATEMENT WITH RESPECT TO SHARES
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                             CFM TECHNOLOGIES, INC.

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of this Corporation in accordance with the provisions of the Articles of
Incorporation, a series of Preferred Stock, no par value per share, of the
Corporation be and hereby is created, and that the designation and number of
shares thereof and the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such series and the
qualifications, limitations and restrictions thereof are as follows:

     SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

     1. Designation and Amount. There shall be a series of Preferred Stock that
shall be designated as "Series A Junior Participating Preferred Stock," and the
number of shares constituting such series shall be 300,000. Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, however, that no decrease shall reduce the number of shares of Series
A Junior Participating Preferred Stock to less than the number of shares then
issued and outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Corporation.

     2. Dividends and Distribution.

          (A) Subject to the prior and superior rights of the holders of any
     shares of any class or series of stock of the Corporation ranking prior and
     superior to the shares of Series A Junior Participating Preferred Stock
     with respect to dividends, the holders of shares of Series A Junior
     Participating Preferred Stock, in preference to the holders of shares of
     any class or series of stock of the Corporation ranking junior to the
     Series A Junior Participating Preferred Stock in respect thereof, shall be
     entitled to receive, when, as and if declared by the Board of Directors out
     of funds legally available for the purpose, quarterly dividends payable in
     cash on the 15th day of February, May, August and November, in each year
     (each such date being referred to herein as a "Quarterly Dividend Payment
     Date"), commencing on the first Quarterly Dividend Payment Date after the
     first issuance of a share or fraction of a share of Series A Junior
     Participating Preferred Stock, in an amount per share (rounded to the
     nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment
     Number (as defined below) times the aggregate per share amount of all cash
     dividends, and the Adjustment Number times the aggregate per share amount
     (payable in kind) of all non-cash dividends or other distributions other
     than a dividend payable in shares of Common Stock or a subdivision of the
     outstanding shares of Common Stock (by reclassification or otherwise),
     declared on the Common Stock, no par value per share, of the Corporation
     (the "Common Stock") since the immediately preceding Quarterly Dividend
     Payment Date, or, with respect to the first Quarterly Dividend Payment
     Date, since the first issuance of any share or fraction of a share of
     Series A Junior Participating Preferred Stock. The "Adjustment Number"
     shall initially be 100. In the event the Corporation shall at any time
     after April 17, 1997 (the "Rights Declaration Date") (i) declare and pay
     any dividend on Common Stock payable in shares of Common Stock, (ii)
     subdivide the outstanding Common Stock or (iii) combine the outstanding
     Common Stock into a smaller number of shares, then in each such case the
     Adjustment Number in effect immediately prior to such event shall be
     adjusted by multiplying such Adjustment Number by a fraction the numerator
     of which is the number of shares of Common Stock outstanding immediately
     after such event and the denominator of which is the number of shares of
     Common Stock that were outstanding immediately prior to such event.

          (B) The Corporation shall declare a dividend or distribution on the
     Series A Junior Participating Preferred Stock as provided in paragraph (A)
     above immediately after it declares a dividend or distribution on the
     Common Stock (other than a dividend payable in shares of Common Stock).

          (C) Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series A Junior Participating Preferred Stock from the Quarterly
     Dividend Payment Date next preceding the date of issue of such shares of
     Series A Junior Participating Preferred Stock, unless the date of issue of
     such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such shares shall begin to accrue
     from the date of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders of shares of Series A Junior Participating
     Preferred Stock entitled to receive a quarterly dividend and before such
     Quarterly Dividend Payment Date, in either of which events such dividends
     shall begin to accrue and be cumulative from such Quarterly Dividend
     Payment Date. Accrued but unpaid dividends shall not bear interest.
     Dividends paid on the shares of Series A Junior Participating Preferred
     Stock in an amount less than the total amount of such dividends at the time
     accrued and payable on such shares shall be allocated pro rata on a
     share-by-share basis among all such shares at the time outstanding. The
     Board of Directors may fix a record date for the determination of holders
     of shares of Series A Junior Participating Preferred Stock entitled to
     receive payment of a dividend or distribution declared thereon, which
     record date shall be no more than 60 days prior to the date fixed for the
     payment thereof.

     3. Voting Rights. The holders of shares of Series A Junior Participating
Preferred Stock shall have the following voting rights:

          (A) Each share of Series A Junior Participating Preferred Stock shall
     entitle the holder thereof to a number of votes equal to the Adjustment
     Number on all matters submitted to a vote of the shareholders of the
     Corporation.

          (B) Except as required by law and by Section 10 hereof, holders of
     Series A Junior Participating Preferred Stock shall have no special voting
     rights and their consent shall not be required (except to the extent they
     are entitled to vote with holders of Common Stock as set forth herein) for
     taking any corporate action.

     4. Certain Restrictions.

          (A) Whenever quarterly dividends or other dividends or distributions
     payable on the Series A Junior Participating Preferred Stock as provided in
     Section 2 are in arrears, thereafter and until all accrued and unpaid
     dividends and distributions, whether or not declared, on shares of Series A
     Junior Participating Preferred Stock outstanding shall have been paid in
     full, the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
          or redeem or purchase or otherwise acquire for consideration any
          shares of stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Junior
          Participating Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
          on any shares of stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series A Junior
          Participating Preferred Stock, except dividends paid ratably on the
          Series A Junior Participating Preferred Stock and all such parity
          stock on which dividends are payable or in arrears in proportion to
          the total amounts to which the holders of all such shares are then
          entitled; or

               (iii) purchase or otherwise acquire for consideration any shares
          of Series A Junior Participating Preferred Stock, or any shares of
          stock ranking on a parity with the Series A Junior Participating
          Preferred Stock, except in accordance with a purchase offer made in
          writing or by publication (as determined by the Board of Directors) to
          all holders of Series A Junior Participating Preferred Stock, or to
          such holders and holders of any such shares ranking on a parity
          therewith, upon such terms as the Board of Directors, after
          consideration of the respective annual dividend rates and other
          relative rights and preferences of the respective series and classes,
          shall determine in good faith will result in fair and equitable
          treatment among the respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise acquire for consideration any shares of stock of
     the Corporation unless the Corporation could, under paragraph (A) of this
     Section 4, purchase or otherwise acquire such shares at such time and in
     such manner.

     5. Reacquired Shares. Any shares of Series A Junior Participating Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired promptly after the acquisition thereof. All such
shares shall upon their retirement become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
any conditions and restrictions on issuance set forth herein.

     6. Liquidation, Dissolution or Winding Up.

          (A) Upon any liquidation, dissolution or winding up of the
     Corporation, voluntary or otherwise, no distribution shall be made to the
     holders of shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Junior
     Participating Preferred Stock unless, prior thereto, the holders of shares
     of Series A Junior Participating Preferred Stock shall have received an
     amount per share (the "Series A Liquidation Preference") equal to the
     greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends
     and distributions thereon, whether or not declared, to the date of such
     payment, or (ii) the Adjustment Number times the per share amount of all
     cash and other property to be distributed in respect of the Common Stock
     upon such liquidation, dissolution or winding up of the Corporation.

          (B) In the event, however, that there are not sufficient assets
     available to permit payment in full of the Series A Liquidation Preference
     and the liquidation preferences of all other classes and series of stock of
     the Corporation, if any, that rank on a parity with the Series A Junior
     Participating Preferred Stock in respect thereof, then the assets available
     for such distribution shall be distributed ratably to the holders of the
     Series A Junior Participating Preferred Stock and the holders of such
     parity shares in proportion to their respective liquidation preferences.

          (C) Neither the merger or consolidation of the Corporation into or
     with another corporation nor the merger or consolidation of any other
     corporation into or with the Corporation shall be deemed to be a
     liquidation, dissolution or winding up of the Corporation within the
     meaning of this Section 6.

     7. Consolidation, Merger, Etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the outstanding
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share equal to the Adjustment
Number times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

     8. No Redemption. Shares of Series A Junior Participating Preferred Stock
shall not be subject to redemption by the Company.

     9. Ranking. The Series A Junior Participating Preferred Stock shall rank
junior to all other series of the Preferred Stock as to the payment of dividends
and as to the distribution of assets upon liquidation, dissolution or winding
up, unless the terms of any such series shall provide otherwise, and shall rank
senior to the Common Stock as to such matters.

     10. Amendment. At any time that any shares of Series A Junior Participating
Preferred Stock are outstanding, the Amended and Restated Certificate of
Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of two-thirds of the outstanding
shares of Series A Junior Participating Preferred Stock, voting separately as a
class.

     11. Fractional Shares. Series A Junior Participating Preferred Stock may be
issued in fractions of a share that shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock.