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                                                                EXHIBIT 3.03

      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received                                         (FOR BUREAU USE ONLY)
 FEB 11 1997
                                                               FILED
                                                            FEB 13 1997
Name
 Jennifer Evans
 Caraco Pharmaceutical Laboratories, Ltd.                   Administrator
                                                      MI DEPARTMENT OF CONSUMER
Address                                             INDUSTRY SERVICES COMMISSION
 1150 Elijah McCoy Drive

City        State      Zip Code
 Detroit     MI         48202                           EFFECTIVE DATE:

DOCUMENT WILL BE RETURNED TO THE
NAME AND ADDRESS YOU ENTER ABOVE



           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)


        Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is:
     Caraco Pharmaceutical Laboratories, Ltd.

2.  The identification number assigned by the Bureau is:    345-364

3.  The location of the registered office is:
     1150 Elijah McCoy Drive            Detroit, Michigan     48202
       (Street Address)                       (City)        (ZIP Code)

4.  Article III of the Articles of Incorporation is hereby amended to read as
    follows:


        The total authorized capital stock is:

           Common Shares-20,000,000
           Preferred Shares-5,000,000


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5.  COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
    OF THE INCORPORATOR(S)  BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
    OF TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.

    a. /  / The foregoing amendment to the Articles of Incorporation was duly
       adopted on the _____________________ day of ____________________, 19____,
       in accordance with the provisions of the Act by the unanimous consent of
       the incorporator(s) before the first meeting of the Board of Directors of
       Trustees.

           Signed this ____________________ day of ____________________, 19____.


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              (Signature)                              (Signature)


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         (Type or Print Name)                       (Type or Print Name)


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              (Signature)                              (Signature)


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         (Type or Print Name)                       (Type or Print Name)


    b. / X / The foregoing amendment to the Articles of Incorporation was duly
       adopted on the 10th day of May, 1995. The amendment: (check one of the
       following)

       / X / was duly adopted in accordance with Section 611(2) of the Act by
            the vote of the shareholders if a profit corporation, or by the vote
            of the shareholders or members if a nonprofit corporation, or by the
            vote of the directors if a nonprofit corporation organized on a
            nonstock directorship basis. The necessary votes were cast in favor
            of the amendment.

       /  / was duly adopted by the written consent of all directors pursuant to
            Section 525 of the Act and the corporation is a nonprofit
            corporation organized on a nonstock directorship basis.

       /  / was duly adopted by the written consent of the shareholders or
            members having not less than the minimum number of votes required by
            statute in accordance with Section 407(1) and (2) of the Act if a
            nonprofit corporation, or Section 407(1) of the Act if a profit
            corporation. Written notice to shareholders who have not consented
            in writing has been given. (Note: Written consent by less than all
            of the shareholders or members is permitted only if such provision
            appears in the Articles of Incorporation.)

       /  / was duly adopted by the written consent of all the shareholders or
            members entitled to vote in accordance with section 407(3) of the
            Act if a nonprofit corporation, or Section 407(2) of the Act if a
            profit corporation.


                Signed this 7th day of February, 1997

                By  William R. Hurd
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                      (Only Signature of President, Vice-President,
                           Chairperson, or Vice-Chairperson)


                  William R. Hurd                       President
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               (Type or Print Name)                (Type or Print Title)