EXHIBIT 3.7
                                                                     -----------


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             ABLE LABORATORIES, INC.


     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the "Corporation") is
Able Laboratories, Inc.


     2.   The Certificate of Incorporation of the Corporation is hereby amended
by deleting the first paragraph of Paragraph 4 thereof and inserting in its
place the following paragraphs:

          4:  The total number of shares of capital stock which the Corporation
     shall have authority to issue is 35,000,000 shares, consisting of
     25,000,000 shares of common stock, having a par value of $0.01 per share
     (the "Common Stock"), and 10,000,000 shares of Preferred Stock, having a
     par value of $0.01 per share (the "Preferred Stock").

          At the same time as the filing of this Amendment to the Certificate of
     Incorporation of the Corporation with the Secretary of State of Delaware
     becomes effective, each fifteen (15) shares of common stock of the
     corporation, par value $0.01 per share (the "Old Common Stock"), issued and
     outstanding or held in the treasury of the Corporation immediately prior to
     the effectiveness of such filing, shall be combined, reclassified and
     changed into one (1) fully paid and nonassessable share of Common Stock.

          Each holder of record of a certificate or certificates for one or more
     shares of the Old Common Stock shall be entitled to receive as soon as
     practicable, upon surrender of such certificate, a certificate or
     certificates representing the largest whole number of shares of Common
     Stock to which such holder shall be entitled pursuant to the provisions of
     the immediately preceding paragraph. Any certificate for one or more shares
     of the Old Common Stock not so surrendered shall be deemed to represent one
     share of the Common Stock for each fifteen (15) shares of the Old Common
     Stock previously represented by such certificate.

          No fractional shares of Common Stock or scrip representing fractional
     shares shall be issued upon such combination and reclassification of the
     Old Common Stock into shares of Common Stock. Instead of issuing any
     fractional shares of Common Stock which would otherwise be issuable upon
     such combination and reclassification, the corporation shall pay to the
     holders of the shares of Old Common Stock which were thus combined and
     reclassified cash in respect of such fraction in an amount equal to the
     same fraction of the market price per share of the Common Stock (as



     determined in a manner prescribed by the Board of Directors) at the close
     of business on the date such combination and reclassification becomes
     effective.

     3.   The amendment to the Certificate of Incorporation herein certified has
been duly adopted in accordance with Section 242 of the General Corporation Law
of the State of Delaware.

     4.   The amendment to the Certificate of Incorporation herein certified
shall become effective as of 5:00 p.m. on May 31st, 2002.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]










                                       -2-



          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed as of May 31st, 2002.


          Signed as of this 31st day of May, 2002.



                                                 ABLE LABORATORIES, INC.


                                                 By: /s/ Dhananjay G. Wadekar
                                                     ------------------------
                                                     Dhananjay G. Wadekar
                                                     Chairman and CEO

















                                       -3-