NOCOPI TECHNOLOGIES, INC.

                              ARTICLES OF AMENDMENT
                                       to
                            ARTICLES OF INCORPORATION


     NOCOPI TECHNOLOGIES, INC., a Maryland corporation having its principal
office in Baltimore City, Maryland (the "Corporation") hereby certifies to the
State Department of Assessments and Taxation of Maryland that:

     FIRST: The Charter of the Corporation is hereby amended (a) by deleting the
first sentence of Article V thereof and replacing such sentence with the
following:

     "The aggregate number of shares which the corporation shall have authority
     to issue is Fifty Million (50,000,000) shares of common stock having a par
     value of $.01 per share and Three Million (3,000,000) shares of preferred
     stock having a par value of $1.00 per share."

and (b) by adding the following at the end of Article V thereof:

     "Upon the filing of this Amendment (the "Effective Time"), each five (5)
     shares of common stock, par value $.002 then outstanding or in treasury
     shall, without further action by the corporation or any shareholder, be
     converted into one share of common stock, par value $.01; provided that
     fractional shares shall not be issued and, in lieu of issuing any
     fractional shares, the corporation shall purchase each such fractional
     share for a price determined by multiplying the Fair Market Value (as
     hereinafter defined) of one share of common stock, par value $.01 at the
     Effective Time by a fraction, the numerator of which is the interest in the
     corporation represented by such fractional share and the denominator of
     which is the interest in the corporation represented by one whole share of
     such common stock, in each case, rounded to the nearest one-thousandth of
     one percent (.001%). For the purpose of the preceding sentence, the term
     Fair Market Value shall mean an amount determined by multiplying Five (5)
     by either (i) the closing selling price of the corporation's common stock,
     par value $.002 on the day preceding the date of the Effective Time, or
     (ii) if no sale of such common stock occurred on such date, the mean
     average of the closing high bid and low asked


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     prices of such common stock on the day preceding the date of the Effective
     Time. From and after the Effective Time, each certificate evidencing shares
     of common stock, par value $.002 of the corporation outstanding or in
     treasury at the Effective Time shall thereafter evidence (x) that number of
     shares of common stock, par value $.01 of the corporation as is determined
     by dividing the number of shares of common stock, par value $.002 of the
     corporation specified on such certificate by Five (5) and, if the result
     thus obtained shall not be a whole number, by reducing such result to the
     next smaller whole number, and (y) the right to receive payment for any
     fractional share as hereinabove provided."

     SECOND: The amendment of the Charter of the Corporation as hereinabove set
forth has been duly advised by the board of directors and approved by the
stockholders of the Corporation.

     THIRD: Prior to the amendment, the total number of shares of all classes
which the Corporation had authority to issue was Ninety Three Million
(93,000,000), consisting of Ninety Million (90,000,000) shares of common stock,
par value $.002 per share, and Three Million (3,000.000) shares of preferred
stock, par value $1.00 per share, and the aggregate par value of all shares of
all classes was $3,180,000. Subsequent to the amendment, the total number of
shares of all classes which the Corporation had authority to issue was Fifty
Three Million (53,000,000), consisting of Fifty Million (50,000,000) shares of
common stock, par value $.01 per share, and Three Million (3,000,000) shares of
preferred stock, par value $1.00 per share, and the aggregate par value of all
shares of all classes was $3,500,000. The information required by subsection
(b)(2)(i) of Section 2-607 of the Maryland General Corporation Law was not
changed by the amendment.

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     IN WITNESS WHEREOF, Nocopi Technologies, Inc. has caused these presents to
be signed in its name and on its behalf by its President and attested by its
Assistant Secretary on the 2nd day of July, 1996.

                                             NOCOPI TECHNOLOGIES, INC.



                                             By: /s/ Norman A. Gardner
                                                 ------------------------------
                                                   Norman A. Gardner, President

Attest:


/s/ Donna Ciavarelli
-------------------------------------
Donna Ciavarelli, Assistant Secretary


     THE UNDERSIGNED, President of Nocopi Technologies, Inc., who executed on
behalf of said corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the corporate act of
said corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.



                                            /s/ Norman A. Gardner
                                                -------------------------------
                                                Norman A. Gardner


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