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                                                                 Exhibit 3.1.5

                           CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                 CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                           ------------------------

                           Under Section 805 of the
                           Business Corporation Law

                           ------------------------


                  We, the undersigned, Darby S. Macfarlane, Chief Executive
Officer, and Leslie Foglesong, Secretary, of Chromatics Color Sciences
International, Inc. (the "Corporation"), a corporation organized and existing
under the Business Corporation Law of the State of New York, do hereby certify
as follows:

                  1. The name of the Corporation is CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.

                  2. The Certificate of Incorporation of the Corporation was
filed by the Department of State on March 30, 1984. The Corporation was formed
under the name Chromatics International, Inc.

                  3. The Certificate of Incorporation of the Corporation, as
heretofore amended, is hereby further amended to extend for one year from
December 31, 1997 to December 31, 1998 the expiration date of the period
during which the Corporation's outstanding Class A Convertible Preferred
Stock, par value $0.01 per share (the "Preferred Stock") can become
convertible into Common Stock upon the Corporation's achieving certain stock
performance or earnings goals and to likewise extend the date by which the
Corporation is to call the Preferred Stock for redemption if such goals are
not met.

         4.       To accomplish the foregoing,

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                  (i) Paragraph c(4)(a) of Article FOURTH of the Certificate
of Incorporation of the Corporation, relating to the authorized shares of the
Corporation, is hereby amended to read in its entirety as follows:


         "(a) Subject to Section C.(5) of this Article FOURTH, upon the first
         to occur of (i) the Corporation's combined pre-tax net operating
         income (before interest expense), as reflected on the Corporation's
         audited financial statements (but excluding, in each case, any
         extraordinary items and any revenues or earnings generated by
         businesses acquired by the Corporation by merger, consolidation,
         asset or stock acquisition or similar transaction, in each case after
         the date (the "Commencement Date") of the filing of the Certificate
         of Amendment to the Certificate of Incorporation of the Corporation
         of which this provision is a part) for any two consecutive calendar
         years during the period commencing on the Commencement Date and
         ending on December 31, 1998 exceeding $20,000,000 or (ii) the closing
         bid quotation of the Common Stock on the National Association of
         Securities Dealers Automated Quotation System ("NASDAQ") (or the last
         sales price, if the Common Stock is principally traded on a national
         securities exchange or the NASDAQ National Market System) being at
         least $46.67 on 30 consecutive trading days at any time during the
         period commencing on the Commencement Date and ending on December 31,
         1998 (each such event referred to in the preceding subclauses (i) and
         (ii) being hereinafter referred to as an "Event" and each such date
         being hereinafter referred to as the "Event Date"), each share of
         Class A Preferred Stock outstanding immediately prior to the Event
         Date shall be, at the option of the holders thereof upon written
         notice (the "Election Notice") duly given to the Corporation within
         30 days (the "Election Notice Period") of such holders receiving
         written notice from the Corporation (which notice shall be sent by
         certified mail, return receipt requested, to the address of such
         holder as it shall appear on the stock register of the Corporation)
         of the occurrence of the Event, convertible into .6521739 shares of
         Common Stock, subject to the provisions for adjustment hereinafter
         set forth. Until such time as the certificates representing the Class
         A Preferred Stock to be converted pursuant to any such Election
         Notice shall have been surrendered and certificates evidencing the
         Common Stock to be issued shall have been issued in accordance with
         the provisions of paragraph (c) of this subsection (4), the
         certificates representing the Class A Preferred Stock shall represent
         the shares of Common Stock Issuable upon the conversion of such Class
         A Preferred Stock and the holders thereof shall be entitled to all
         the rights and privileges of the holders of the Common Stock. The
         Corporation shall give prompt written notice to the holders of the
         Class A Preferred Stock of the occurrence of an Event (which in any
         event shall be given not later than five days after the occurrence of
         such Event)."

                  (ii)  The first sentence of Paragraph C(5)(a) of Article 
Fourth is hereby amended to read as follows:

         "(a) The Corporation shall (i) not later than 10 days after the
         expiration of the Election Notice Period without the Corporation
         having received an Election Notice, if applicable, or (ii) not later
         than 10 days after a determination (the "Determination") by the Board
         of Directors of the Corporation that an Event has not occurred within
         the relevant periods specified in Section C.(4) of this Article

         FOURTH, if applicable, call for redemption (A) each share of Class A
         Preferred Stock that is not the subject of an Election Notice, or (B)
         all shares of Class A Preferred Stock, if the Board of Directors
         shall have made the Determination, as applicable, at a price per
         share of $.01 per share, plus any declared but unpaid dividends on
         such shares of Class A Preferred Stock, provided, however, that the
         Board of Directors shall make a Determination on or prior to the
         120th day after December 31, 1998."

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                  5. The foregoing amendment to the Certificate of
Incorporation of the Corporation has been duly authorized by unanimous consent
of the Board of Directors of the Corporation, followed by the vote of the
holders of at least a majority of all of the outstanding shares of the
Corporation entitled to vote on said amendments to the Certificate of
Incorporation.

                  IN WITNESS WHEREOF, the undersigned have signed this
Certificate and affirm under the penalties of perjury that the statements made
herein are true this 6th day of January, 1998.

                                                      /s/ Darby S. Macfarlane
                                                      -----------------------
                                                      Darby S. Macfarlane,
                                                      Chief Executive Officer


                                                      /s/ Leslie Foglesong
                                                      -----------------------
                                                      Leslie Foglesong,
                                                      Secretary

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