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                           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 (i) to effect a three-for-two split of the
issued and outstanding shares of the Corporation's Common Stock, (ii) to
extend for two years from December 31, 1998 to December 31, 2000 the
expiration date of the period during which the Corporation's outstanding Class
A Convertible Preferred Stock can become convertible into Common Stock upon
the Corporation's achieving certain stock performance or earnings goals, (iii)
to likewise extend the date by which the Corporation is to call the Class A
Convertible Preferred Stock for redemption if such goals are not met, (iv) to
revise the market price conversion feature of the Class A Convertible
Preferred Stock to provide for adjustment upon the occurrence of certain
events involving the Common Stock, including stock splits, reclassifications
and the payment of stock dividends, and (v) to delete the exclusion of
extraordinary items and revenues generated by businesses acquired by the

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Corporation from the calculation of the earnings goal that needs to be
satisfied to trigger the conversion feature of the Class A Convertible
Preferred Stock.

         4. On February 13, 1998, there were approximately 9,289,944 shares of
Common Stock, par value $0.001, issued and outstanding. As a result of the

split contemplated by this Certificate of Amendment, there will be
approximately 13,934,916 shares of Common Stock, par value $0.001, issued and
outstanding and 36,064,085 shares of unissued Common Stock, par value $0.001.

         5.       To accomplish the foregoing,

                  (i) Paragraph A of Article FOURTH of the Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:
                                    "A.     Authorization.  The Corporation
                  shall have the authority to issue (i) 50,000,000 shares of
                  common stock (the "Common Stock"), par value $0.001 per
                  share, and (ii) 11,400,000 shares of preferred stock (the
                  "Preferred Stock"), of which 1,400,000 shares shall be
                  designated as Class A Preferred Stock, having a par value of
                  $0.01 per share, and 10,000,000 shares shall be designated
                  as Class B Preferred Stock, having no par value.

                                    Each share of Common Stock issued and
                  outstanding immediately prior to the effective date of the
                  filing of the Certificate of Amendment of the Corporation's
                  Certificate of Incorporation is hereby reclassified and
                  changed into one and one-half fully paid and nonassessable
                  shares of Common Stock, $0.001 par value, of the
                  Corporation, and each holder of record of a certificate for
                  one or more shares of Common Stock as of the close of
                  business on the effective date of the filing of this
                  amendment to the Corporation's Certificate of Incorporation
                  shall be entitled to receive, as soon as practicable, upon
                  surrender of such certificate, a certificate or certificates
                  representing one and one-half shares of Common Stock for
                  each share of Common Stock represented by the certificate of
                  such holder, and any fractional shares resulting will be
                  rounded up to the next whole share. Until such time as the
                  certificates representing the Common Stock to be split
                  pursuant hereto shall have been surrendered, the
                  certificates representing the Common Stock shall represent
                  the shares of Common Stock issuable upon the stock split of
                  such Common Stock.

                           The relative rights, preferences and limitations of
                  the shares of Common Stock, Class A Preferred Stock and
                  Class B Preferred Stock shall be as hereinafter provided in
                  Article FOURTH."

                  (ii) Paragraph C.(4)(a) of Article FOURTH of the Certificate
of Incorporation 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, 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, of (i) the Corporation's combined
                  pre-tax net operating income (before interest expense), as

                  reflected on the Corporation's audited financial statements
                  for any two consecutive calendar years during the period
                  commencing on the

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                  Commencement Date and ending on December 31, 2000 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, subject to the provisions for
                  adjustment hereinafter set forth (the "Trigger Price"), on
                  30 consecutive trading days at any time during the period
                  commencing on the Commencement Date and ending on December
                  31, 2000 (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 Convertible
                  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. In the event the Corporation shall at
                  any time or from time to time on or prior to the Event Date
                  (A) declare a dividend or make a distribution on the
                  outstanding shares of Common Stock in shares of Common
                  Stock, (B) subdivide or reclassify the outstanding shares of
                  Common Stock into a greater number of shares, by stock split
                  or otherwise, or (C) combine or reclassify the outstanding
                  shares of Common Stock into a smaller number of shares, by
                  reverse stock split or otherwise, then, in each case, the
                  Trigger Price in effect at the time of the record date for
                  such dividend or of the effective date of such subdivision,
                  combination, or reclassification, shall be adjusted so that
                  it shall equal the price determined by multiplying the
                  Trigger Price by a fraction, the numerator of which shall be
                  the number of shares of Common Stock outstanding immediately
                  prior to such action, and the denominator of which shall be
                  the number of shares of Common Stock outstanding after
                  giving effect to such action. Such adjustment shall be made
                  successively whenever any event listed in clause (A), (B) or
                  (C) above shall occur. After delivery of an Election Notice
                  and until such time as the certificates representing the
                  Class A Convertible Preferred Stock to be converted pursuant
                  to 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 Convertible Preferred Stock shall
                  represent the shares of Common Stock issuable upon the
                  conversion of such Class A Convertible 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 Convertible 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)."


                  (iii) The first sentence of Paragraph C.(5)(a) of Article
FOURTH of the Certificate of Incorporation of the Corporation 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

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                  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, 2000."


         4. The foregoing amendments to the Certificate of Incorporation of
the Corporation have 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 day of February, 1998.


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


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