CERTIFICATE OF AMENDMENT
                             TO THE
                  CERTIFICATE OF INCORPORATION
                               OF
                  SCIENCE DYNAMICS CORPORATION

Science  Dynamics Corporation, organized and existing  under  the
General   Corporation  Laws  of  the  State  of   Delaware   (the
"Corporation"), does hereby certify:

     FIRST:  That the Board of Directors of the Corporation, at a
meeting called for such purpose, duly adopted resolutions setting
forth  the proposed amendment to the Certificate of Incorporation
of the Corporation and calling for the submission of the proposed
amendment  to a vote of the stockholders of the Corporation,  for
their  approval and adoption.  The resolution setting  forth  the
proposed amendment is as follows:

          RESOLVED,  that the Corporation amend its  certificate
of incorporation so that:

          ARTICLE  4  of  the certificate of incorporation  shall
read as follows:

          "4.   The  total  number of shares of stock  which  the
corporation shall have authority to issue is Twenty Five  Million
(25,000,000), and the par value of each of such shares  is  $.01,
amounting in the aggregate to Two Hundred Fifty Thousand  Dollars
($250,000.00)."

     SECOND:   That the holders of a majority of the  outstanding
shares  of  common stock of the Corporation did duly  adopt  said
amendment  proposed  by  the Board of Directors,  at  the  annual
meeting of shareholders held on November 7, 1996.

     THIRD:   These  amendments were duly adopted  in  accordance
with  the  provisions  of  Section 242 of  the  Delaware  General
Corporation Laws.

     IN WITNESS WHEREOF, the undersigned has caused its corporate
seal to be affixed hereto and this Certificate to be executed  by
its  President  and attested by its Secretary, this  8th  day  of
November, 1996.

                                        SCIENCE DYNAMICS CORPORATION



Attest:  Joy C. Hartman, Secretary      By:   Lyndon  A. Keele,
                                         Chairman of the Board of Directors