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                                                                     Exhibit 3.2

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
                                       OF
                            ORTEC INTERNATIONAL, INC.

It is hereby certified that:

     1.   The name of the Corporation (hereinafter called the "Corporation") is
          Ortec International, Inc.

     2.   The certificate of incorporation of the Corporation as previously
          amended and restated is hereby amended by striking out Article FOURTH
          thereof and by substituting in lieu of said Article the following new
          Article FOURTH and by adding a new Article ELEVENTH.

     FOURTH: 1. Authorized Capital Stock. The total number of shares of capital
     stock that the Corporation is authorized to issue is 201,000,000,
     consisting of 200,000,000 shares of common stock, par value $.001 per share
     ("Common Stock"), and 1,000,000 shares of preferred stock, par value $.001
     per share ("Preferred Stock").

               2. Preferred Stock. The Board of Directors of the Corporation is
     hereby authorized to provide for the issuance of shares of Preferred Stock
     in one or more series, to increase or decrease the number of shares of
     Preferred Stock designated for any such series, and to fix the designation,
     relative powers, preferences, and rights and qualifications, limitations,
     or restrictions of all shares of such series. The authority of the Board of
     Directors with respect to each such series will include, without limiting
     the generality or effect of the foregoing, the determination of any or all
     of the following:

               (a) the voting powers, if any, and whether such voting powers are
               full or limited in such series;

               (b) the redemption provisions, if any, applicable to such series,
               including the redemption price or prices to be paid;

               (c) whether dividends, if any, will be cumulative or
               noncumulative, the dividend rate, if any, of such series, and the
               dates and preferences of dividends, if any, on such series;

               (d) the rights of such series upon the voluntary or involuntary
               dissolution of, or upon any distribution of the assets of, the
               Corporation;





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               (e) the provisions, if any, pursuant to which the shares of such
               series are convertible into, or exchangeable for, shares of any
               other class or classes or of any other series of the same or any
               other class or classes of stock, or any other security, of the
               Corporation or any other corporation or other entity, and the
               price or prices or the rates of exchange applicable thereto;

               (f) the right, if any, to subscribe for or to purchase any
               securities of the Corporation or any other corporation or other
               entity; and

               (g) the provisions, if any, of a sinking fund applicable to such
               series;

          all as may be determined from time to time by the Board of Directors
          and stated in the resolution or resolutions providing for the issuance
          of such Preferred Stock (collectively, a "Preferred Stock
          Designation").

               3. Common Stock. Except as may otherwise be provided in a
     Preferred Stock Designation, the holders of Common Stock will be entitled
     to one vote on each matter submitted to a vote at a meeting of stockholders
     for each share of Common Stock held of record by such holder as of the
     record date for such meeting.

     ELEVENTH: The Board of Directors of the Corporation is hereby authorized in
     its discretion at any time prior to December 31, 2003, to amend the
     certificate of incorporation of the Corporation to effect a reverse stock
     split of the Corporation's outstanding shares of common stock at a ratio
     within the range from one share for each two shares outstanding to one
     share for each ten shares outstanding, without further approval or
     authorization of its stockholders.

     3.   The amendment of the certificate of incorporation herein certified has
          been duly adopted in accordance with the provisions of Section 242 of
          the General Corporation Law of the State of Delaware.

Signed on February 11, 2003


                                               /s/ Ron Lipstein
                                               ---------------------------------
                                               Name:  Ron Lipstein
                                               Title: Secretary