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                         EXHIBIT 3(a)

              ARTICLES OF AMENDMENT AND RESTATEMENT
                              OF
                PHARMAKINETICS LABORATORIES, INC.


     PHARMAKINETICS LABORATORIES, INC., a Maryland corporation,
having its principal office at 302 West Fayette Street,
Baltimore, Maryland 21201 (hereinafter referred to as
the "Corporation") hereby certifies to the State Department of
Assessments and Taxation of Maryland that:

     FIRST:    The Corporation desires to amend and restate its
charter as currently in effect as hereinafter provided.  The
provisions set forth in these Articles of Amendment and
Restatement are all the provisions of the charter of the
Corporation as currently in effect.

     SECOND:   The charter of the Corporation is hereby amended
by striking in its entirety Articles FIRST through TWELFTH,
inclusive, and by substituting in lieu thereof the following
Articles FIRST through TENTH:

          FIRST:    That we, the subscribers, W.D. Zander,
     Bernhard E. Holzapfel, and Alan G. Woodman, all of whom have
     a post office address of 750 Third Avenue, New York,  New
     York  10017, and all of whom are at least eighteen years of
     age, intend to form a  corporation under the general laws of
     the State of Maryland.

          SECOND:   That the name of the Corporation is
     PHARMAKINETICS LABORATORIES, INC.

          THIRD:    The purposes for which the Corporation is
     formed are as follows:

                    A.   To engage in the business for profit of
               bioavailability testing in human volunteers with 
               complete laboratory capabilities in 
               microbiological and chemical assays.



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                    B.   To engage in the business for profit of
               providing complete in vitro and in vivo
               evaluations of drug dosage forms.

                    C.   To engage in the business for profit of 
               general pharmaceutical and medical research.

                    D.   To acquire by purchase, lease, or
               otherwise, and to improve, and develop real
               property which is deemed necessary or useful in  
               conducting the business of the Corporation.

                    E.   To acquire by purchase, lease,
               manufacture, or otherwise any personal property
               which is deemed necessary or useful in conducting
               the business of the Corporation.

                    F.   To engage in all other businesses,
               occupations, and activities which may be conducive
               to achieving the above-enumerated purposes and
               to engage in any and all businesses, occupations,
               and activities in which a corporation may lawfully
               engage.

          FOURTH:   The post office address of the principal
     office of the Corporation in this state is 302 West Fayette
     Street, Baltimore, Maryland 21201.

          FIFTH:    The resident agent of the Corporation is
     Taryn L. Kunkel, whose post office address is 302 West
     Fayette Street, Baltimore, Maryland 21201, said resident
     agent being a citizen of the State of Maryland, and actually
     residing therein.

          SIXTH:    The total number of shares of stock of all
     classes which the Corporation has authority to issue is
     11,500,000 shares, divided into 10,000,000 shares of
     Common Stock, par value $.005, and 1,500,000 shares of
     Preferred Stock, without par value, 833,300 shares of which
     have been classified as Class A Convertible Preferred
     Stock.  The aggregate par value of all shares having par
     value is $50,000.  Each share of Common Stock, par value
     $.001, issued and outstanding at 5:00 p.m. local time on
     
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     April 17, 1998 shall be and is by this means automatically
     reclassified and changed into one-fifth fully-paid and
     nonassessable share of Common Stock, par value $.005.

          The preferences, conversion and other rights,
     voting powers, restrictions, limitations as to dividends,
     qualifications, and terms and conditions of redemption of
     each class are as follows:

               A.   Common Stock.  Subject to the voting rights
          of any series of Preferred Stock pursuant to the terms
          of such series, each outstanding share of Common Stock
          shall be entitled to one vote on each matter submitted
          to a vote or approval of stockholders.  Subject to the
          provisions of law and any preferences of Preferred
          Stock, dividends may be paid on the Common Stock at
          such time and in such amounts as the Board of Directors
          may from time to time determine.  Upon any voluntary or
          involuntary liquidation or dissolution of the  
          Corporation, after payment or provision for the payment
          of the debts and other liabilities of the Corporation
          and of the amounts to which holders of any Preferred
          Stock may be entitled, the holders of shares of Common
          Stock shall be entitled to share ratably in all
          remaining assets of the Corporation.

               B.   Preferred Stock.  The Preferred Stock may be
          issued, from time to time, in one or more series as
          authorized by the Board of Directors.  Prior to
          issuance of each series, the Board of Directors by
          resolution shall designate that series to distinguish
          it from all other series and classes of stock of the
          Corporation, shall specify the number of shares to be
          included in the series, and shall fix the terms,
          rights, restrictions, qualifications and limitations of
          the shares of the series, including any preferences,
          voting powers, dividend rights, liquidation rights, and
          redemption, sinking fund and conversion rights. Subject
          to the express terms of any other series of Preferred
          Stock outstanding at the time, and notwithstanding any
          other provision of the charter, the Board of Directors
          may increase or decrease the number of shares or alter
          the designation or classify or reclassify any unissued

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          shares of a particular series of Preferred Stock by
          setting or changing in any one or more respects, from
          time to time before issuing the shares, the
          preferences, conversion or other rights, voting powers,
          restrictions, limitation as to dividends,
          qualifications, terms or conditions of redemption, or
          any other terms of such series of Preferred Stock.

               C.   Class A Convertible Preferred Stock.

               1.   DESIGNATION AND AMOUNT
                                  
               A total of 833,300 shares of the Corporation's
          Preferred Stock shall be designated the "Class A
          Convertible Preferred Stock." 

               2.   VOTING RIGHTS

               2.1  General.  Each holder of Class A Convertible
          Preferred Stock shall be entitled to vote on all
          matters submitted to a vote of the holders of the
          Common Stock of the Corporation and, with respect to
          each such matter, shall be entitled to that number of
          votes equal to the  number of whole shares of Common
          Stock into which such holder's shares of Class A
          Convertible Preferred Stock could be converted,
          pursuant to the provisions of Section 5 of this Article
          SIXTH, Paragraph C, on the record date for the
          determination of stockholders entitled to vote on such
          matters, or if no such record date is established, on
          the date such vote is taken.  Except as otherwise
          provided herein or otherwise required by law, the
          holders of shares of Class A Convertible Preferred
          Stock and the holders of shares of Common Stock shall
          vote together as a single class on all matters
          submitted to the stockholders of the Corporation.

               2.2  Director Election Rights.

               (a)  Definitions.  For purposes of this Subsection
                    2.2:

         

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               "Affiliate", with respect to any person, shall
          mean any other person that, directly or indirectly,
          through one or more intermediaries, controls, is
          controlled by, or is under common control with such
          person, or any other person that is a partner of such
          person in any general or limited partnership;

               "Conversion Shares" means the sum of (A) the
          number of whole shares of Common Stock into which the
          outstanding shares of Class A Convertible Preferred
          Stock are convertible pursuant to the provisions of
          Section 5, plus (B) the number of shares of Common
          Stock owned of record by the Initial Holders,
          regardless of how or when acquired.

               "Initial Holders" means CAI Advisors & Co.,
          Aster.Cephac S.A., and any Affiliate of CAI Advisors &
          Co. or Aster.Cephac S.A. or any holder of Class A
          Convertible Preferred Stock or warrants to purchase
          Common Stock that obtained such  preferred stock or
          warrants by assignment from CAI Advisors & Co. or
          Aster.Cephac S.A. pursuant to the terms of that certain
          Preferred Stock and Warrant Purchase Agreement dated
          December 4, 1997 by and among the Corporation, CAI
          Advisors & Co., and Aster.Cephac S.A. (the "Purchase
          Agreement");

               "Total Shares Outstanding" means the sum of (A)
          the total number of shares of Common Stock outstanding
          and (B) the number of whole shares of Common Stock into
          which the outstanding shares of Class A Convertible
          Preferred Stock are convertible pursuant to the
          provisions of Section 5 of this Article SIXTH,
          Paragraph C.

               (b)  Director Election Rights of Holders.  So long
          as the Conversion Shares constitute at least ten
          percent (10%) of the Total Shares Outstanding, the
          holders of Class A Convertible Preferred Stock, voting
          as a separate class, shall have the right to elect that
          number of Directors to the Board of Directors of the
          Corporation (the "Board") that bears the same
          proportion to the total number of directors on the
          Board as the Conversion Shares bear to the Total Shares
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          Outstanding, rounded up to the next whole number;
          provided, however, that so long as the Conversion
          Shares constitute at least thirty-five percent (35%) of
          the Total Shares Outstanding, the holders of Class A
          Convertible Preferred Stock shall have the right to
          elect at least fifty percent (50%) of the Board
          members.  For purposes of this Subsection 2.2(b), the
          number of Conversion Shares shall be determined on the
          record date for the determination of stockholders
          entitled to vote on the election of directors, or if no
          such record date is established, on the date such vote
          is taken.

               3.   DIVIDENDS

               If the Corporation declares a dividend on its
           Common Stock, each holder of shares of Class A
           Convertible Preferred Stock shall be entitled to
           participate in such dividend as if such holder was the
           holder of the number of whole shares of Common Stock
           into which such holder's shares of Class A Convertible
           Preferred Stock could be converted, pursuant to the
           provisions of Section 5 of this Article SIXTH,
           Paragraph C, on the record date for the determination
           of holders of Common Stock entitled to receive the
           declared dividend.

               4.   LIQUIDATION, DISSOLUTION, OR WINDING-UP

               4.1  Preference Right.  Upon the liquidation,
          dissolution, or winding-up of the Corporation, whether
          voluntary or involuntary, before any payment or
          distribution shall be made to any holders of Common
          Stock or any other class or series of capital stock of
          the Corporation designated to be junior to the Class A
          Convertible Preferred Stock, the holders of Class A
          Convertible Preferred Stock shall be entitled to be
          paid out of the assets of the Corporation available for
          distribution to its stockholders, whether from capital,
          surplus or earnings (the "Proceeds"), an amount per
          share equal to the Preference Amount (as defined in
          Subsection 4.2 below).  If the Proceeds are
          insufficient to pay each holder of Class A Convertible
          
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          Preferred Stock an amount per share equal to the
          Preference Amount, then each such holder shall share in
          the Proceeds in the same proportion that the number of
          shares of Class A Convertible Preferred Stock
          registered in the name of such holder bears to the
          total number of shares of Class A Convertible
          Preferred Stock outstanding.

               4.2  Preference Amount.  The Preference Amount
          per share of Class A Convertible Preferred Stock shall
          be Five and 92.5/100 Dollars ($5.925).

               4.3  Merger, Consolidation, etc.  Upon any merger,
          consolidation or other corporate reorganization or
          combination to which the Corporation is a non-
          surviving party (other than a merger into a wholly-
          owned subsidiary of the Corporation), or any sale of
          all or substantially all of the assets of the
          Corporation, the holders of Class A Convertible
          Preferred Stock that have not converted their
          shares to Common Stock pursuant to Section 5 shall be
          entitled to receive the cash, securities or other
          property in the amount that they would have received
          under Subsection 4.1, above, upon a liquidation.

               5.   CONVERSION.

               5.1  Conversion Right and Conversion Rate.  Any
          holder of Class A Convertible Preferred Stock shall
          have the right, at the holder's option, to convert
          at any time, or from time to time, any or all of the
          such holder's shares of Class A Convertible Preferred
          Stock into fully-paid and nonassessable shares of the
          Common Stock of the Corporation, subject to the terms
          and conditions of this Section 5.  The number of shares
          of Common Stock issuable for each share of Class A
          Convertible Preferred Stock upon any such conversion
          (herein called the "Conversion Rate") shall be 10
          shares of Common Stock for each share of Class
          A Convertible Preferred Stock; provided, however, that
          if the application of the then current Conversion Rate
          to the aggregate number of shares of Class A
          Convertible Preferred Stock surrendered by a single

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          holder in a single transaction would result in a
          fraction, then the next lower whole number of shares of
          Common Stock shall be issuable upon such conversion. 
          The Conversion Rate shall be subject to adjustment from
          time to time in certain instances as provided in
          Section 5.3 of this Article SIXTH, Paragraph C.  The
          Corporation shall make no payment or adjustment on
          account of any dividends accrued on the Common Stock
          issuable upon such conversion, or on account of the
          rounding down to the next lower whole number of shares
          issuable upon any conversion.

               5.2  Manner of Conversion.  In order to convert
          shares of Class A Convertible Preferred Stock into
          Common Stock, the record holder of such shares shall
          surrender the certificate or certificates therefor,
          duly endorsed or accompanied by duly executed stock
          powers, at the principal office of the Corporation. 
          Together with such certificates, the converting holder
          shall give a written conversion notice to the
          Corporation of the election to convert a specified
          number of shares of Class A Convertible Preferred
          Stock.  The converting holder shall state in its notice
          of conversion the name or names that shall appear on
          the certificate or certificates for Common Stock
          issuable upon such conversion.  The Corporation shall,
          as soon as practicable thereafter, cause to be issued
          and delivered to the converting holder, or to the
          converting holder's designated transferees or nominees,
          if permitted by applicable law, certificates for the
          number of full shares of Common Stock to which the
          converting holder is entitled.  If the converting
          holder has elected to convert only a portion of the
          shares of Class A Convertible Preferred Stock
          represented by the surrendered certificates, the
          Corporation shall issue, at its expense, a new
          certificate representing the unconverted shares of
          Class A Convertible Preferred Stock, registered in the
          name of the converting holder, or in the name or names
          of the converting holder's designated transferees or
          nominees, if permitted by applicable law.  Shares of
          Class A Convertible Preferred Stock shall be deemed to
          have been converted as of the close of business on the
  
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          date when the surrender of the certificates therefor
          and the giving of notice as required above has been
          completed.  The person or persons entitled to receive
          the Common Stock issuable upon conversion shall be
          treated for all purposes as the record holder or
          holders of such Common Stock at and after such time.

               5.3. Adjustment to Conversion Rate.

               (a)  Generally.  In order to prevent dilution of
          the conversion rights granted under Section 5.1 hereof,
          the Conversion Rate in effect at any time shall be
          subject to adjustment from time to time pursuant to
          this Section 5.3.  Any such adjustment shall be
          automatic and shall not require any further action on
          the part of the Corporation (except for the preparation
          of an Adjustment Certificate pursuant to Section 5.4
          below) or of any registered owner of Class A
          Convertible Preferred Stock.

               (b)  Sale or Issuance of Common Stock.  If and
          whenever the Corporation issues or sells, or in
          accordance with paragraph (c) of this Section 5.3 is
          deemed to have issued or sold, any shares of its Common
          Stock for consideration per share less than Fifty-Nine
          and 25/100 Cents ($0.5925) (hereafter, the "Adjustment
          Trigger Price"), then immediately upon such issuance or
          sale (or deemed issuance or sale) the Conversion Rate
          then in effect shall be increased by multiplying such
          Conversion Rate by a fraction, the numerator of which
          shall be the sum of (i) the number of shares of Common
          Stock outstanding immediately prior to such issuance or
          sale (or deemed issuance or sale) plus (ii) the number
          of shares of Common Stock so issued or sold (or deemed
          issued or sold), and the denominator of which shall be
          the sum of (x) the number of shares of Common Stock
          outstanding  immediately prior to such issuance or sale
          (or deemed issuance or sale) plus the number of shares
          of Common Stock that the aggregate consideration
          received by the Corporation (or deemed received by the
          Corporation) in connection with such issuance or sale
          (or deemed issuance or sale), determined in accordance
          with Subsection 5.3(e) hereof, would purchase at a

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          price per share equal to the Adjustment Trigger Price.
          For purposes of this Section 5.3, the term "Common
          Stock" shall include all securities of the Corporation
          having characteristics substantially equivalent to
          those of the Corporation's Common Stock.

               (c)  Deemed Sale or Issuance of Common Stock.  For
          purposes of this Section 5.3, the following events
          shall be deemed an issuance or sale of Common Stock:

                    (i)  Issuance of Rights, Warrants or Options.
          If the Corporation in any manner grants any rights,
          warrants or options to subscribe for or to purchase
          Common Stock (such rights, warrants or options being
          herein called "Options") and the price per share for
          which Common Stock is issuable upon the exercise of
          such Options is less than the Adjustment Trigger Price,
          then the total maximum number of shares of Common Stock
          issuable upon the exercise of such Options shall be
          deemed to have been issued and sold by the Corporation
          upon the grant of such Options for such price per
          share.  For purposes of this paragraph, the "price per
          share for which Common Stock is issuable" will be
          determined by dividing (x) the total amount, if any,
          received or receivable by the Corporation as
          consideration for the granting of such Options, plus
          the minimum aggregate amount of additional
          consideration payable to the Corporation upon the
          exercise of all such Options, by (B) the total maximum
          number of shares of Common Stock issuable upon the
          exercise of all such Options.  No further adjustment of
          the Conversion Rate shall be made when shares of Common
          Stock are actually issued upon the exercise of such
          Options.

                    (ii) Issuance of Convertible Securities.  If
          the Corporation in any manner issues or sells any
          securities convertible into or exchangeable for Common
          Stock (such convertible or exchangeable securities
          being herein called "Convertible Securities") and the
          price per share for which Common Stock is issuable upon
          such conversion or exchange is less than the Adjustment
          Trigger Price, then the total maximum number of shares
 
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          of Common Stock issuable upon the conversion or
          exchange of such Convertible Securities shall be deemed
          to have been issued and sold by the Corporation for
          such price per share upon the issuance or sale of such
          Convertible Securities.  For purposes of this
          paragraph, the "price per share for which Common Stock
          is issuable" shall be determined by dividing (x) the
          total amount received or receivable by the Corporation
          as consideration for the issuance or sale of such
          Convertible Securities, plus the minimum aggregate
          amount of additional consideration, if any, payable to
          the Corporation upon the conversion or exchange
          thereof, by (y) the total maximum number of shares of
          Common Stock issuable upon the conversion or exchange
          of all such Convertible Securities.  No further
          adjustment of the Conversion Rate shall be made when
          shares of Common Stock are actually issued upon the
          conversion or exchange of such Convertible Securities.

                    (iii) Treatment of Expired Options and
          Unexercised Convertible Securities.  Upon the
          expiration of any Option or the termination of any
          right to convert or exchange any Convertible Securities
          without exercise of the underlying option or right,
          provided such Options or Convertible Securities are not
          reissued by the Corporation, the Conversion Rate then
          in effect hereunder will be adjusted to the Conversion
          Rate that would have been in effect at the time of such
          expiration or termination had such Option or
          Convertible Security, to the extent outstanding
          immediately prior to such expiration or termination,
          never been issued.

                    (iv) Integrated Transactions.  In case any
          Option is issued in connection with the issuance or
          sale of other securities of the Corporation together
          comprising one integrated transaction in which no
          specific consideration is allocated to such Option by
          the parties thereto, the Option shall be deemed to have
          been issued for a consideration of One Cent ($0.01).


               (d)  Certain Events Excepted.  Notwithstanding the
          other provisions of this Section 5.3, the following
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          events shall not trigger an adjustment to the
          Conversion Rate:

                    (i)  the issuance or sale (or deemed issuance
          or sale) of Common Stock  reserved for issuance in
          connection with the Conversion of Class A Convertible
          Preferred Stock;

                    (ii) the issuance or sale (or deemed issuance
          or sale) of Common Stock reserved for issuance upon the
          exercise of warrants purchased under the Purchase
          Agreement; and 

                    (iii) the grant of Options, or the issuance
          or sale (or deemed issuance or sale) of Common Stock,
          to officers, employees, directors, consultants or
          advisors of the Corporation pursuant to any stock
          option plan or restricted stock purchase plan adopted
          by the Corporation.

               (e)  Calculation of Consideration Received.  If
          any Common Stock, Option or Convertible Security is
          issued or sold, or deemed to have been issued or sold,
          for cash, the consideration received therefor shall be
          deemed to be the net amount of cash received by the
          Corporation therefor.  In case any Common Stock, Option
          or Convertible Security is issued or sold for a
          consideration other than cash, the amount of the
          consideration other than cash received by the
          Corporation shall be the fair market value of such
          consideration.  If any Common Stock, Option or
          Convertible Security is issued in connection with any
          merger in which the Corporation is the surviving
          corporation, the amount of consideration therefor shall
          be deemed to be the fair market value of such portion
          of the net assets and business of the non-surviving
          corporation as is attributable to such Common Stock,
          Option or Convertible Security, as the case may be. 
          The fair market value of any consideration other than
          cash and securities shall be determined by the Board of
          Directors of the Corporation.

               (f)  Dividend in Common Stock.  If the Corporation
          pays a dividend in shares of its Common Stock,  the
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          Conversion Rate shall be increased by multiplying the
          Conversion Rate then in effect by a fraction, the
          numerator of which shall be the sum of (A) the number
          of shares of Common Stock outstanding at the opening of
          business on the date fixed for such dividend plus (B)
          the total number of shares constituting such dividend,
          and the denominator of which shall be the number of
          shares of Common Stock outstanding at the opening of
          business on the date fixed for such dividend. 

               (g)  Subdivision or Combination of Common Stock. 
          If the Corporation at any time subdivides (by any stock
          split, stock dividend, recapitalization or otherwise)
          the outstanding shares of Common Stock into a greater
          number of shares, the Conversion Rate and the
          Adjustment Trigger Price in effect immediately prior to
          such subdivision will be, respectively, proportionately
          increased and decreased.  If the Corporation at any
          time combines (by reverse stock split or otherwise) the
          outstanding shares of Common Stock into a smaller
          number of shares, the Conversion Rate and the
          Adjustment Trigger Price in effect immediately prior to
          such combination will be, respectively, proportionately
          decreased and increased.

               (h)  Waiver of Automatic Adjustment.  An automatic
          adjustment to the Conversion Rate or the Adjustment
          Trigger Price pursuant to this Section 5.3 may not be
          waived except by written notice to the Corporation
          executed by the registered owners of 100 percent of
          then outstanding shares of Class A Convertible
          Preferred Stock.

               5.4  Adjustment Certificate.  The Treasurer or
          Chief Financial Officer of the Corporation shall
          compute all required adjustments to the Conversion Rate
          or the Adjustment Trigger Price under this Section 5
          and shall prepare a certificate setting forth the
          adjusted Conversion Rate or Adjustment Trigger Price
          and showing in detail the facts upon which the
          adjustment was based (the "Adjustment Certificate").
          The Treasurer or Chief Financial Officer shall promptly
          file the Adjustment Certificate with the Transfer

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          Agent, if any, for the Class A Convertible Preferred
          Stock and shall promptly mail a copy of the Adjustment
          Certificate to each record holder of Class A
          Convertible Preferred Stock.

               5.5  Notice of Certain Events.  In case:

               (i)  the Corporation shall declare a dividend
          payable in Common Stock;

               (ii) of any capital reorganization of the
          Corporation, reclassification of the capital stock of
          the Corporation, consolidation or merger of the
          Corporation with or into another corporation, or
          conveyance of all or substantially all of the assets of
          the Corporation to another corporation; or

               (iii)of the voluntary or involuntary dissolution,
          liquidation or winding-up of the Corporation; then, and
          in any such case, the Corporation shall cause to be
          mailed to the Transfer Agent, if any, for the Class A
          Convertible Preferred Stock and to the record holders
          of the outstanding shares of Class A Convertible
          Preferred Stock, at least twenty days prior to the
          record date for any such event, a notice disclosing the
          event to occur and the record date for determination of
          the stockholders entitled to participate in such event.

               5.6  Common Stock Reserve.  The Corporation shall
          at all times reserve and keep available, out of its
          authorized but unissued Common Stock, solely for the
          purpose of effecting the conversion of the shares of
          Class A Convertible Preferred Stock, the full number of
          shares of Common Stock issuable upon the conversion of
          all shares of Class A Convertible Preferred Stock from
          time to time outstanding.

               5.7  Taxes.  The Corporation shall pay any and all
          issue taxes that may be payable in respect of the
          issuance or delivery of shares of Common Stock upon
          conversion of shares of Class A Convertible Preferred
          Stock.


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               6.   RESTRICTIONS AND LIMITATIONS ON CORPORATE 
                    ACTION
                               
               The approval by vote of the holders of at least a
          majority of the outstanding shares of Class A
          Convertible Preferred Stock, voting as a single class,
          each share of Class A Convertible Preferred Stock to be
          entitled to one vote in each instance, shall be
          required for any action by the Corporation or any
          amendment to the corporate charter if such corporate
          action or amendment would (i) change or limit any of
          the rights, preferences, or privileges of the Class A
          Convertible Preferred Stock, or (ii) authorize, create,
          or issue, or obligate the Corporation to authorize,
          create, or issue, additional shares of Class A
          Convertible Preferred Stock or shares of any other
          class or series of stock having rights, preferences, or
          privileges senior to or on a parity with those of the
          Class A Convertible Preferred Stock.

               7.   NO IMPAIRMENT 

               The Corporation will not, by amendment of its
          corporate charter or through any reorganization,
          transfer of capital stock or assets, consolidation,
          merger, dissolution, issue or sale of securities, or
          through any other voluntary action, avoid or seek to
          avoid the observance or performance of any of the terms
          of the Class A Convertible Preferred Stock, but will at
          all times in good faith assist in the carrying out of
          all such terms.

               8.   NO REISSUANCE OF CLASS A CONVERTIBLE
                    PREFERRED STOCK; TERMINATION

               No share or shares of Class A Convertible
          Preferred Stock acquired by the Corporation by reason
          of conversion or otherwise shall be reissued, and all
          such shares shall be canceled, retired and eliminated
          from the shares which the Corporation is authorized to
          issue.  Upon the cancellation of all outstanding shares
          of the Class A Convertible Preferred Stock, these
          charter provisions regarding the Description and

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<PAGE>16
          Designation of Class A Convertible Preferred Stock
          shall terminate and have no further force and effect.

          SEVENTH:  The number of directors of the Corporation
     shall be three (3), which number may be increased pursuant
     to the By-Laws of the Corporation, but shall never be less
     than three (3); and the names of the directors who shall act
     until the next annual meeting of stockholders or until their
     successors are duly chosen and qualified are:

                      Leslie B. Daniels
                      James K. Leslie
                      Thomas F. Kearns
                      John J. Thebault
                      Roger C. Thies
                      Grover C. Wrenn

          EIGHTH:   No holders of any class of stock of the
     Corporation shall have any preemptive rights to acquire
     additional stock in the Corporation.

          NINTH:    A.  Directors and officers of the Corporation
     shall not be liable to the Corporation or its stockholders
     for money damages.  The purpose of this limitation of
     liability is to limit liability to the maximum extent that
     the liability of directors and officers of Maryland
     corporations is permitted to be limited by Maryland law. 
     This limitation of liability shall apply to events which
     occurred during the term of office of any director or
     officer whether or not such director or officer is serving
     as such at the time any proceeding in which liability is
     asserted commences.

               B.  To the maximum extent permitted by
     Maryland law, the Corporation shall indemnify its currently
     acting and its former directors against any and all
     liabilities and expenses incurred in connection with their
     services in such capacities, and shall indemnify its
     currently acting and its former officers to the full extent
     that indemnification shall be provided to directors, and may
     indemnify, to the same extent, persons who serve and have
     served, at its request, as a director, officer, partner,
     trustee, employee or agent of another corporation,

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<PAGE>17
     partnership, joint venture or other enterprise.  This
     indemnification of directors and officers shall also apply
     to directors and officers who are also employees, in their
     capacity as employees.  The Board of Directors may by By-
     Law, resolution or agreement make further provision for
     indemnification of employees and agents to the extent
     permitted by Maryland law and for advancing expenses to the
     Corporation's directors and officers and the other persons
     referred to above to the extent permitted by Maryland law.

               C.   References to Maryland law shall include the
     Maryland General Corporation Law as from time to time
     amended.  Neither the repeal or amendment of this Article
     NINTH nor any other amendment to these Articles of
     Incorporation, shall eliminate or reduce the protection
     afforded to any person by the foregoing provisions of this
     Article NINTH with respect to any act or omission which
     shall have occurred prior to such repeal or amendment.

          TENTH:    The following provisions are adopted for the
     purposes of defining, limiting and regulating certain powers
     of the Corporation and of the directors and the
     stockholders:

               A.    The Board of Directors of the Corporation is
     hereby authorized and empowered to authorize the issuance
     from time to time of shares of its stock of any class,
     whether now or hereafter authorized, or securities
     convertible into shares of its stock of any class or
     classes, whether now or hereafter authorized.

               B.   The Board of Directors may classify or
          reclassify any unissued shares by fixing or altering in
          any one or more respects, from time to time before
          issuance of such shares, the preferences, rights,
          voting powers, restrictions and qualifications of, the
          dividends on, the times and prices of redemption of,
          and the conversion rights of, such shares.

               C.   The Corporation reserves the right to amend
          its Charter so that such amendment may alter the
          contract rights as expressly set forth in the Charter
          of any outstanding stock but no such amendment may
  
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<PAGE>18
          change the terms of any class or series of any class of
          outstanding stock unless such change of terms shall
          have been authorized by the holders of not less than
          two-thirds of all shares of such class or series of
          such class at the time outstanding.

               D.   For so long as directors are elected by
          holders of the Class A Convertible Preferred Stock, the
          Corporation shall not declare any dividend on any class
          or series of the capital stock of the Corporation
          unless such dividend shall have been approved by all of
          the members of the Board of Directors elected by the
          holders of the Class A Convertible Preferred Stock.

     THIRD: Immediately before the effective date of this
amendment, the Corporation had authority to issue 51,500,000
shares of capital stock, divided into 50,000,000 shares of Common
Stock, par value $0.001 per share, and 1,500,000 shares of
Preferred Stock, without par value, 833,300 of which have been
classified as Class A Convertible Preferred Stock.  The aggregate
par value of all shares having par value was $50,000. 
Immediately after the effective date of this amendment, the
Corporation had authority to issue 11,500,000 shares of capital
stock, divided into 10,000,000 shares of Common Stock, $0.005 par
value per share, and 1,500,000 shares of Preferred Stock, without
par value, 833,300 of which have been classified as Class A
Convertible Preferred Stock.  The aggregate par value of all
shares having par value is $50,000. 

     FOURTH:  At a duly called meeting of the Board of Directors
on January 20, 1998, the Board of Directors of the Corporation
duly advised the foregoing Articles of Amendment and Restatement,
and at a duly called meeting of the stockholders of the
Corporation on April 6, 1998, the stockholders of the Corporation
duly approved said Articles of Amendment and Restatement.

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<PAGE>19
     IN WITNESS WHEREOF, PHARMAKINETICS LABORATORIES, INC. has
caused these presents to be signed in its name and on its behalf
by its President and its corporate seal to be affixed hereunder
and attested by its Secretary on this 6th day of April, 1998, and
its President acknowledges that these Articles of Amendment and
Restatement are the act and deed of PHARMAKINETICS LABORATORIES,
INC., and, under the penalties of perjury, that the matters and
facts set forth herein with respect to authorization and approval
are true in all material respects to the best of his knowledge,
information and belief.

ATTEST                         PHARMAKINETICS LABORATORIES, INC.

/s/ Taryn L. Kunkel             By:/s/ James K. Leslie  (SEAL)
    ---------------                    ---------------
    Taryn L. Kunkel, Secretary         James K. Leslie, President




























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