10QSB

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to ____________

Commission file number 1-13412

_____________________

Hudson Technologies, Inc.

_____________________

(Exact name of small business issuer as specified in its charter)

New York (State or Other Jurisdiction of Incorporation or Organization)	13-3641539 (I.R.S. Employer Identification No.)
275 North Middletown Road
Pearl River, New York 10965 (Address of Principal Executive Offices)
Issuer's telephone number           (845) 735-6000

(Former name, former address, and former fiscal year, if changed since last report)

_____________________

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ] .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X] .

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Common stock, $0.01 par value	19,072,264 shares
Class	Outstanding at October 30, 2007

Transitional Small Business Disclosure Format (check one): Yes [   ] No [X] .

Hudson Technologies, Inc.

Index

Part	Item			Page
Part I.	Financial Information
	Item 1	- Financial Statements
		- Consolidated Balance Sheets		3
		- Consolidated Statements of Operations		4
		- Consolidated Statements of Cash Flows		5
		- Notes to the Consolidated Financial Statements		6
	Item 2	- Management's Discussion and Analysis of Financial		12
			Condition and Results of Operations
	Item 3	- Controls and Procedures		16
Part II.	Other Information
	Item 1	- Legal Proceedings		17
	Item 2	- Unregistered Sales of Equity Securities and Use of Proceeds		17
	Item 5	- Other Information		17
	Item 6	- Exhibits		17
	Signatures			18

Page 2

Part I - FINANCIAL INFORMATION

Hudson Technologies, Inc. and subsidiaries

Consolidated Balance Sheets

(Amounts in thousands, except for share and par value amounts)

				September 30, 2007	December 31, 2006
				(unaudited)
Assets
Current assets:
	Cash and cash equivalents			$ 474	$ 593
	Trade accounts receivable - net of allowance for doubtful
			accounts of $376 and $339	2,944	1,231
	Inventories			9,460	12,393
	Prepaid expenses and other current assets			253	160
		Total current assets		13,131	14,377
Property, plant and equipment, less accumulated depreciation and amortization				2,929	2,984
Other assets				42	32
Deferred tax asset				1,520	252
Intangible assets, less accumulated amortization				72	78
		Total Assets		$17,694	$17,723
				========	========
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable and accrued expenses			$2,967	$ 4,464
	Accrued payroll			647	720
	Short-term debt and current maturities of long-term debt			1,222	3,234
		Total current liabilities		4,836	8,418
Long-term debt, less current maturities				6,746	1,297
		Total Liabilities		11,582	9,715
Commitments and contingencies
Stockholders' equity:
	Preferred stock shares authorized 5,000,000:
	Series A Convertible Preferred stock, $.01 par value ($100
			liquidation preference value); shares authorized 150,000	--	--
	Common stock, $0.01 par value; shares authorized 50,000,000;
			issued and outstanding 19,072,264 and 25,915,464	191	259
	Additional paid-in capital			34,912	35,765
	Accumulated deficit			(28,991)	(28,016)
		Total Stockholders' Equity		6,112	8,008
Total Liabilities and Stockholders' Equity				$17,694	$17,723
				=========	=========

See accompanying Notes to the Consolidated Financial Statements.

Page 3

Hudson Technologies, Inc. and subsidiaries

Consolidated Statements of Operations

(unaudited)

(Amounts in thousands, except for share and per share amounts)

			Three month period ended September 30,		Nine month period ended September 30,
			2007	2006	2007	2006
Revenues			$4,738	$4,971	$24,162	$20,680
Cost of sales			3,131	3,170	18,048	14,565
Gross Profit			1,607	1,801	6,114	6,115
Operating expenses:
	Selling and marketing		352	351	1,240	1,200
	General and administrative		664	708	2,237	2,434
	Compensation expense for stock purchases		--	--	4,338	--
		Total operating expenses	1,016	1,059	7,815	3,634
Operating income (loss)			591	742	(1,701)	2,481
Other income (expense):
	Interest expense		(235)	(78)	(540)	(266)
	Interest income		4	15	15	21
		Total other income (expense)	(231)	(63)	(525)	(245)
Income (loss) before income taxes			360	679	(2,226)	2,236
Income tax provision (benefit)			3	5	(1,251)	18
Net income (loss)			$357	$ 674	($975)	$2,218
			=======	=======	=======	=======
Net income (loss) per common share - basic			$ 0.02	$ 0.03	($0.04)	$ 0.09
			=======	=======	=======	=======
Net income (loss) per common share - diluted			$ 0.02	$ 0.03	($0.04)	$ 0.08
			=======	=======	=======	=======
Weighted average number of shares - basic			20,234,664	25,910,664	24,021,864	25,897,630
			============	============	============	============
Weighted average number of shares - diluted			20,400,704	26,207,117	24,021,864	26,319,265
			============	============	============	============

See accompanying Notes to the Consolidated Financial Statements.

Page 4

Hudson Technologies, Inc. and subsidiaries

Consolidated Statements of Cash Flows

Increase (Decrease) in Cash and Cash Equivalents

(unaudited)

(Amounts in thousands)

						Nine month period
						ended September 30,
					2007		2006
Cash flows from operating activities:
Net income (loss)					($ 975)		$ 2,218
Adjustments to reconcile net income (loss)
	to cash provided by operating activities:
		Depreciation and amortization			408		423
		Allowance for doubtful accounts			37		60
		Issuance of stock options for services			74		208
		Compensation expense for stock purchases			4,338		--
		Deferred tax benefit			(1,268)		--
		Changes in assets and liabilities:
			Trade accounts receivable		(1,750)		(711)
			Inventories		2,933		564
			Prepaid expenses and other current assets		(93)		29
			Other assets		(10)		28
			Accounts payable and accrued expenses		(1,570)		626
				Cash provided by operating activities	2,124		3,445
Cash flows from investing activities:
Additions to patents					(13)		(6)
Additions to property, plant, and equipment					(335)		(264)
				Cash used by investing activities	(348)		(270)
Cash flows from financing activities:
Purchase of common stock - net					(5,332)		--
Proceeds from issuance of common stock - net					--		20
Repayment of short-term debt- net					(2,935)		(1,036)
Repayment of long-term debt					(628)		(337)
Proceeds from long-term debt					7,000		--
				Cash used by financing activities	(1,895)		(1,353)
Increase (decrease) in cash and cash equivalents					(119)		1,822
Cash and cash equivalents at beginning of period					593		634
				Cash and cash equivalents at end of period	$474		$ 2,456
					======		========
__________________________________________________________________
Supplemental disclosure of cash flow information
	Cash paid during period for interest				$540		$ 266
	Cash paid for income taxes				$ 24		$ 22
Supplemental disclosure of non-cash, investing and financial activities:
Debt issued in connection with purchase of property and equipment					$ --		$ 296

See accompanying Notes to the Consolidated Financial Statements.

Page 5

Hudson Technologies, Inc. and subsidiaries

Notes to the Consolidated Financial Statements

Note 1- Summary of significant accounting policies

Business

Hudson Technologies, Inc., incorporated under the laws of New York on January 11, 1991, together with its subsidiaries (collectively, "Hudson" or the "Company"), is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, including (i) refrigerant sales, (ii) RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants and (iii) refrigerant management services consisting primarily of reclamation of refrigerants. The Company operates through its wholly-owned subsidiary, Hudson Technologies Company.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions of Regulation S-B. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial information included in the quarterly report should be read in conjunction with the Company's audited financial statements and related notes thereto for the year ended December 31, 2006. Operating results for the nine month period ended September 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007.

In the opinion of management, all estimates and adjustments considered necessary for a fair presentation have been included and all such adjustments were normal and recurring.

Consolidation

The consolidated financial statements represent all companies of which Hudson directly or indirectly has majority ownership or otherwise controls. Significant intercompany accounts and transactions have been eliminated. The Company's consolidated financial statements include the accounts of wholly-owned subsidiaries Hudson Holdings, Inc. and Hudson Technologies Company.

Fair value of financial instruments

The carrying values of financial instruments including trade accounts receivable, and accounts payable approximate fair value at September 30, 2007, because of the relatively short maturity of these instruments. The carrying value of short-and long-term debt approximates fair value, based upon quoted market rates of similar debt issues, as of September 30, 2007 and December 31, 2006.

Credit risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporary cash investments and trade accounts receivable. The Company maintains its temporary cash investments in highly-rated financial institutions and, at times, the balances exceed FDIC insurance coverage. The Company's trade accounts receivables are primarily due from companies throughout the United States. The Company reviews each customer's credit history before extending credit.

The Company establishes an allowance for doubtful accounts based on factors associated with the credit risk of specific accounts, historical trends, and other information. The carrying value of the Company's accounts receivable is reduced by the established allowance for doubtful accounts. The allowance for doubtful accounts includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve for the remaining accounts receivable balances. The Company may adjust its general or specific reserves based on factors that affect the collectability of the accounts receivable balances.

For the nine month period ended September 30, 2007, one customer accounted for 13% of the Company's revenues. For the nine month period ended September 30, 2006, no customer accounted for 10% or more of the Company's revenues.

The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have an adverse effect on the Company's future financial position and results of operations.

Cash and cash equivalents

Temporary investments with original maturities of ninety days or less are included in cash and cash equivalents.

Page 6

Inventories

Inventories, consisting primarily of refrigerant products available for sale, are stated at the lower of cost, on a first-in first-out basis, or market.

Property, plant, and equipment

Property, plant, and equipment are stated at cost, including internally manufactured equipment. The cost to complete equipment that is under construction is not considered to be material to the Company's financial position. Provision for depreciation is recorded (for financial reporting purposes) using the straight-line method over the useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over the shorter of economic life or terms of the respective leases. Costs of maintenance and repairs are charged to expense when incurred.

Due to the specialized nature of the Company's business, it is possible that the Company's estimates of equipment useful life periods may change in the future.

Revenues and cost of sales

Revenues are recorded upon completion of service or product shipment and passage of title to customers in accordance with contractual terms. The Company evaluates each sale to ensure collectability. In addition, each sale is based on an arrangement with the customer and the sales price to the buyer is fixed. License fees are recognized over the period of the license based on the respective performance measurements associated with the license. Royalty revenues are recognized when earned. Cost of sales is recorded based on the cost of products shipped or services performed and related direct operating costs of the Company's facilities. To the extent that the Company charges its customers shipping fees such amounts are included as a component of revenue and the corresponding costs are included as a component of cost of sales.

The Company's revenues are derived from refrigerant and reclamation sales and RefrigerantSide® Services, including license and royalty revenues. The revenues for each of these lines are as follows:

Nine month period ended September 30,	2007	2006
(in thousands, unaudited)
Refrigerant and reclamation sales	$21,331	$17,138
RefrigerantSide® Services	2,831	3,542
Total	$24,162	$20,680
	=======	========

Income taxes

The Company utilizes the asset and liability method for recording deferred income taxes, which provides for the establishment of deferred tax asset or liability accounts based on the difference between tax and financial reporting bases of certain assets and liabilities. The tax benefit associated with the Company's net operating loss carry forwards ("NOL's") is recognized to the extent that the Company is expected to recognize future taxable income. During the nine months ended September 30, 2007, the Company assessed the valuation allowance for its deferred tax asset and has correspondingly recognized an increase in its deferred tax asset of approximately of $1,268,000 and as of September 30, 2007, the total deferred tax asset is $1,520,000. In addition, certain states either do not allow or limit NOL's and as such the Company will be liable for certain state taxes even though for federal tax purposes the Company has NOL's and will not pay federal taxes.

On June 28, 2007, Fleming U.S. Discovery Fund III, L.P. and Fleming U.S. Offshore Discovery Fund III, L.P. (individually and collectively "Fleming Funds") sold a total of approximately 14,900,000 shares of Hudson's common stock in a series of transactions involving the Company and certain members of the Company's management (the "Transactions"). Prior to the Transactions, the Fleming Funds owned in the aggregate approximately 19,100,000 shares, or 74% of the Company's outstanding common stock. Under Section 382 of the Internal Revenue Code of 1986, as amended, the sale by Fleming Funds of their shares resulted in a "change in control", which limits the Company's ability to utilize its existing NOL's to approximately $1,300,000 annually.

Income (loss) per common and equivalent shares

If dilutive, common equivalent shares (common shares assuming exercise of options and warrants) utilizing the treasury stock method are considered in the presentation of dilutive earnings per share. For the nine month period ended September 30, 2007 and 2006, the number of common equivalent shares included and excluded in the calculation of dilutive income per common share was none and 2,246,700 and 1,639,250 and 1,030,152 respectively. In 2007, the effect on net income per share of equivalent shares was not dilutive.

Page 7

Estimates and risks

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect reported amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities, and the results of operations during the reporting period. Actual results could differ from these estimates.

The Company participates in an industry that is highly regulated, changes in which could affect operating results. Currently the Company purchases virgin, non chlorofluorocarbon ("CFC") based, and reclaimable, primarily CFC based, refrigerants from suppliers and its customers. Effective January 1, 1996, the Clean Air Act (the "Act") prohibited the production of CFC refrigerants and limited the production of hydrochlorofluorocarbons ("HCFC") refrigerants. Additionally, effective January 2004, the Act further limited the production of HCFC refrigerants and federal regulations were enacted which impose limitations on the importation of certain virgin HCFC refrigerants. Under the Act, production of certain HCFC refrigerants is scheduled to be phased out by the year 2020, and production of all HCFC refrigerants is scheduled to be phased out by 2030. Notwithstanding the limitations under the Act, the Company believes that sufficient quantities of new and used refrigerants will continue to b e available to it at a reasonable cost for the foreseeable future. To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand for refrigerants, the Company could realize reductions in refrigerant processing and possible loss of revenues, which would have a material adverse affect on operating results.

The Company is subject to various legal proceedings. The Company assesses the merit and potential liability associated with each of these proceedings. In addition, the Company estimates potential liability, if any, related to these matters. To the extent that these estimates are not accurate, or circumstances change in the future, the Company could realize liabilities, which would have a material adverse effect on operating results and its financial position.

Impairment of long-lived assets and long-lived assets to be disposed of

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.

Recent accounting pronouncements

In July 2006, the FASB released Interpretation No. 48, Accounting for Uncertainty in Income Taxes (the "Interpretation"). The Interpretation significantly changes the previous guidance for establishing accruals for tax uncertainties. The Company adopted the Interpretation on January 1, 2007, which adoption did not have a material effect on either the results of operations or financial position of the Company.

In September 2006, the FASB issued FASB statement No. 157 ("SFAS 157"). SFAS 157 addresses defined fair value, establishes a framework for measuring fair value and expands disclosure for fair value measurements. SFAS 157 is effective for years beginning after November 15, 2007. The Company does not believe that the adoption of SFAS 157 will have a material effect on the Company's financial position and results of operations.

Note 2- Share-based compensation

Share-based compensation represents the cost related to share-based awards, typically stock options, granted to employees, non-employees, officers and directors. Share-based compensation is measured at grant date, based on the estimated fair value of the award, and such amount is charged to compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. For the nine month period ended September 30, 2007 and 2006, the share-based compensation expense of $74,000 and $208,000 respectively, is reflected in general and administrative expenses in the consolidated statements of operations.

Share-based awards have historically been stock options issued pursuant to the terms of the Company's 1994, 1997 and 2004 stock option plans (the "Plans"), described below. The Board of Directors administers the Plans. As of September 30, 2007, the Plans authorized the issuance of stock options to purchase 2,500,000 shares of the Company's Common Stock and, as of September 30, 2007, there were 1,550,000 shares of the Company's Common Stock available for issuance for future stock option grants.

Stock options are awards, which allow the recipient to purchase shares of the Company's Common Stock at a fixed price, are typically granted at an exercise price equal to the Company's stock price at the date of grant. Historically, the Company's stock option awards have generally vested from immediately to two years from the grant date and have had a contractual term ranging from five to ten years.

Page 8

During the nine month period ended September 30, 2007, the Company issued no stock options. At September 30, 2007, total unrecognized compensation cost related to non-vested previously granted option awards was $20,000 which is expected to be recognized over a period of less than one year.

Effective October 31, 1994, the Company adopted an Employee Stock Option Plan ("1994 Plan") pursuant to which 725,000 shares of Common Stock were reserved for issuance upon the exercise of options designated as either (i) options intended to constitute incentive stock options ("ISOs") under the Internal Revenue Code of 1986, as amended, ("Code") or (ii) nonqualified options. ISOs could be granted under the 1994 Plan to employees and officers of the Company. Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Effective November 1, 2004, the Company's ability to grant options under the 1994 Plan expired.

Effective July 25, 1997, the Company adopted its 1997 Employee Stock Option Plan, which was amended on August 19, 1999, ("1997 Plan") pursuant to which 2,000,000 shares of Common Stock were reserved for issuance upon the exercise of options designated as either (i) ISOs under the Code, or (ii) nonqualified options. ISOs could be granted under the 1997 Plan to employees and officers of the Company. Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Effective September 11, 2007, the Company's ability to grant options or stock appreciation rights under the 1997 Plan expired.

Effective September 10, 2004, the Company adopted its 2004 Stock Incentive Plan ("2004 Plan") pursuant to which 2,500,000 shares of Common Stock are currently reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards. ISOs may be granted under the 2004 Plan to employees and officers of the Company. Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Unless the 2004 Plan is sooner terminated, the ability to grant options or other awards under the 2004 Plan will expire on September 10, 2014.

ISO's granted under the 2004 Plan may not be granted at a price less than the fair market value of the Common Stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company). Non-qualified options granted under the 2004 Plan may not be granted at a price less than the fair market value of the Common Stock. Options granted under the 2004 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

All stock options have been granted to employees and non-employees at exercise prices equal to or in excess of the market value on the date of the grant.

The Company determines the fair value of shared based awards at the grant date by using the Black-Scholes option-pricing model, and is incorporating the simplified method to compute expected lives of share based awards with the following weighted-average assumptions used for grants since 1995.

Nine month period ended September 30,		2007	2006
Assumptions
	Dividend Yield	0 %	0 %
	Risk free interest rate	4%	4 %
	Expected volatility	68%	60%
	Expected lives	5 years	6 years

Page 9

A summary of the status of options granted under the Company's 1994, 1997 and 2004 Plans are presented below:

Stock Option Plan Grants	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2005	2,504,285	$ 1.65
Granted	206,700	$ 1.08
Forfeited	(401,352)	$ 2.52
Exercised	(22,490)	$ 0.91
Outstanding at December 31, 2006	2,287,143	$ 1.47
Forfeited	(198,800)	$ 3.46
Exercised	(5,000)	$ 0.85
Outstanding at September 30, 2007	2,083,343	$ 1.29
	========

The following is the weighted average contractual life in years and the weighted average exercise price at September 30, 2007 of:

		Weighted Average
	Number of	Remaining	Weighted Average
	Options	Contractual Life	Exercise Price
Options outstanding	2,083,343	6.46 years	$ 1.29
Options vested	2,043,343	6.39 years	$ 1.30

The following is the intrinsic value at September 30, 2007 of:

Options outstanding	$ 96,000
Options vested	$ 8,000

The following is the weighted average fair value for the nine month period ended September 30, 2007 of:

Options vested $ 1.19

Note 3- Stock repurchase

On June 28, 2007, the Company purchased and retired approximately 5,700,000 shares of its common stock from the Fleming Funds at a purchase price of $0.65 per share, for total consideration of approximately $3,700,000. Additionally, certain members of the Company's management, in separate private transactions, purchased approximately 9,200,000 shares of the Company's common stock from the Fleming Funds at a purchase price of $0.65 per share, for a total consideration of approximately $6,000,000. The shares purchased by management are unregistered shares and management did not receive registration rights in connection with their purchase of their shares.

On June 29, 2007 the Company commenced a tender offer to all of its common shareholders to purchase and retire up to approximately 1,200,000 shares of its common stock at a purchase price of $1.12 per share. Upon completion of the tender offer, a total of approximately 55,000 shares of the Company's common stock, at an aggregate purchase price of approximately $62,000, were tendered to and accepted for purchase by the Company, all of which were retired. On September 25, 2007 the Company utilized the unused tender offer funds to purchase and retire approximately 1,100,000 shares of its common stock from the Fleming Funds at a price of $1.12 per share, for a total consideration of approximately $1,200,000.

As a consequence of the shares purchased by the Company in the tender offer, and the shares purchased by the Company from the Fleming Funds, the Company has retired an aggregate of approximately 6,900,000 shares of its common stock and has increased its long-term debt by approximately $5,000,000. The retirement of those shares represents more than a 26% reduction in the number of outstanding shares of the Company when compared to the total outstanding shares prior to the tender offer and the purchases from the Fleming Funds.

On June 26, 2007, the Company, entered into an Amended and Restated Loan Agreement with Keltic Financial Partners, LP, by which the term of the existing credit facility was extended for three years through June 2010, the total borrowing limit was increased from $6,000,000 to $10,000,000 (the "Credit Facility") and the interest rate under the Credit Facility was reduced to the Prime Rate plus 0.375% (from the Prime Rate plus 0.75 %).

Page 10

The sale on June 28, 2007, by the Fleming Funds to certain members of the Company's management of approximately 9,200,000 shares at a purchase price of $0.65 per share required the Company to incur a non-cash, non-recurring compensation expense and a corresponding increase to additional paid-in capital of approximately $4,338,000, which represents the difference between the market value of the Company's common stock on June 28, 2007 and the purchase price of the common stock. The Company's net worth was unaffected by the $4,338,000 non-cash, non-recurring charge.

Page 11

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995

Certain statements contained in this section and elsewhere in this Form 10-QSB constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changes in the demand and price for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of refrigerants), the Company's ability to source CFC and non-CFC based refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible t echnological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, and other risks detailed in this report and in the Company's other periodic reports filed with the Securities and Exchange Commission. The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Critical Accounting Policies

The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Several of the Company's accounting policies involve significant judgments, uncertainties and estimations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. To the extent that actual results diff er from management's judgments and estimates, there could be a material adverse effect on the Company. On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, valuation allowance for its NOL's and commitments and contingencies. With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations. For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company's valuation allowance for its NOL's, the Company assesses its ability to generate taxable income in the future. The Company utilizes both internal and external sources to evaluate potential current and future liabilities for various commi tments and contingencies. In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates.

Overview

The Company has created and developed a service offering known as RefrigerantSide® Services. RefrigerantSide® Services are sold to contractors and end-users whose refrigeration systems are applicable in commercial air conditioning and industrial processing. These services are offered in addition to refrigerant sales and the Company's traditional refrigerant management services, which consist primarily of reclamation of refrigerants. The Company has created a network of service depots that provide a full range of the Company's RefrigerantSide® Services to facilitate the growth and development of its service offerings.

The Company focuses its sales and marketing efforts for its RefrigerantSide® Services on customers who the Company believes most readily appreciate and understand the value that is provided by its RefrigerantSide® Services offering. In pursuing its sales and marketing strategy, the Company offers its RefrigerantSide® Services to customers in the following industries; petrochemical, pharmaceutical, industrial power, manufacturing, commercial facility and property management and maritime. Moreover, to maintain its current ability to quickly respond to customer service requests throughout the United States, the Company seeks to pursue the creation of strategic alliances with companies that service larger customers in targeted industries, which, when consummated, would enable the Company to (i) co-locate its equipment with these strategic partners and (ii) utilize these partners' sales and marketing resources to offer their customers the Company's RefrigerantSide® Services. In addition, the Company has expanded its service offering outside of the United States through a strategic alliance with The Linde Group. The Company may incur additional expenses as it develops its RefrigerantSide® Services offering.

Sales of refrigerants continue to represent a significant portion of the Company revenues. Certain of the Company's refrigerant sales are CFC based refrigerants, which are no longer manufactured. The demand for CFC based refrigerants has and will continue to decrease as equipment that utilizes non-CFC based refrigerants displaces those units that utilize CFC based refrigerants. The Company has increased its refrigerant sales from non-CFC based refrigerants, including HCFC refrigerants. The Act limits the production of HCFC refrigerants, which production was further limited in January 2004. Federal regulations enacted in January 2004 also imposed

Page 12 limitations on the importation of certain HCFC refrigerants. Under the Act, production of certain HCFC refrigerants is scheduled to be phased out by the year 2020, and production of all HCFC refrigerants is scheduled to be phased out by the year 2030. To the extent that the Company is unable to source CFC based or non-CFC based refrigerants on commercially reasonable terms or at all, or the demand for CFC based or non-CFC based refrigerants decreases, the Company's financial condition and results of operations could be materially adversely affected.

Results of Operations

Three month period ended September 30, 2007 as compared to the three month period ended September 30, 2006

Revenues for the three month period ended September 30, 2007 were $4,738,000 a decrease of $233,000 or 5% from the $4,971,000 reported during the comparable 2006 period. The decrease in revenues was primarily attributable to an increase in refrigerant revenues of $166,000 offset by a decrease in RefrigerantSide® Services revenues of $399,000. The increase in refrigerant revenues is related to an increase in the price of certain refrigerants sold offset by a slight reduction in the volume of refrigerants sold. The decrease in RefrigerantSide® Services was attributable to both a reduction in the number of jobs completed and the average price per job when compared to the same period of 2006.

Cost of sales for the three month period ended September 30, 2007 was $3,131,000 a decrease of $39,000 or 1% from the $3,170,000 reported during the comparable 2006 period. The decrease in cost of sales was primarily due to a decrease in supply costs of RefrigerantSide® Services. As a percentage of sales, cost of sales was 66% of revenues for 2007, an increase from the 64% reported for the comparable 2006 period. The increase in cost of sales as a percentage of revenues was primarily attributable to an increase in the material costs of certain refrigerants sold when compared to the same period of 2006.

Operating expenses for the three month period ended September 30, 2007 were $1,016,000 a decrease of $43,000 or 4% from the $1,059,000 reported during the comparable 2006 period. The decrease in operating expenses was primarily due to a reduction in non cash compensation charges related to employee stock options when compared to the same period of 2006.

Other income (expense) for the three month period ended September 30, 2007 was ($231,000), compared to the ($63,000) reported during the comparable 2006 period. Other income (expense) includes interest expense of $235,000 and $78,000 for the comparable 2007 and 2006 periods, respectively. The increase in interest expense is primarily attributable to an increase in outstanding indebtedness.

Income tax provision for the three month period ended September 30, 2007 and 2006 were $3,000 and $5,000 respectively. For the three month period ended September 30, 2007and 2006, the income tax expense consisted of $3,000 and $5,000, respectively, for states that either do not allow or limit NOL's. During the 2006 period no federal or certain state income taxes were recognized on the income before taxes of $679,000 due to the utilization of NOL's from prior periods. The tax benefits associated with the Company's NOL's are recognized to the extent that the Company is expected to recognize taxable income. The Company's NOL's are subject to annual limitations.

Net income for the three month period ended September 30, 2007 was $357,000 a decrease of $317,000 from the $674,000 reported during the comparable 2006 period. The decrease in net income was primarily attributable to a reduction in gross profit and an increase in interest expense when compared to the same period of 2006.

Nine month period ended September 30, 2007 as compared to the nine month period ended September 30, 2006

Revenues for the nine month period ended September 30, 2007 were $24,162,000 an increase of $3,482,000 or 17% from the $20,680,000 reported during the comparable 2006 period. The increase in revenues was primarily attributable to an increase in refrigerant revenues of $4,193,000 partially offset by a decrease in RefrigerantSide® Services revenues of $711,000. The increase in refrigerant revenues is related to both an increase in the volume and price of certain refrigerants sold. The decrease in RefrigerantSide® Services was primarily attributable due to a reduction in the number of jobs completed when compared to the same period of 2006.

Cost of sales for the nine month period ended September 30, 2007 was $18,048,000, an increase of $3,483,000 or 24% from the $14,565,000 reported during the comparable 2006 period. The increase in cost of sales was primarily due to the increase in volume and an increase in cost of certain refrigerants sold offset by a decrease in supply costs of RefrigerantSide® Services. As a percentage of sales, cost of sales was 75% of revenues for 2007, an increase from the 70% reported for the comparable 2006 period. The increase in cost of sales as a percentage of revenues was primarily attributable to an increase in the material costs of certain refrigerants sold when compared to the same period of 2006.

Operating expenses for the nine month period ended September 30, 2007 were $7,815,000 an increase of $4,181,000 from the $3,634,000 reported during the comparable 2006 period. The increase was primarily attributable to a non-cash, non-recurring charge

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of $4,338,000 to compensation expense, related to the purchase of common stock by certain members of management as part of the Transactions.

Other income (expense) for the nine month period ended September 30, 2007 was ($525,000), compared to the ($245,000) reported during the comparable 2006 period. Other income (expense) includes interest expense of $540,000 and $266,000 for the comparable 2007 and 2006 periods, respectively. The increase in interest expense is primarily attributed to an increase in outstanding indebtedness.

Income tax provision (benefit) for the nine month period ended September 30, 2007 and 2006 were ($1,251,000) and $18,000 respectively. For the nine month period ended September 30, 2007, the income tax benefit of $1,251,000 consisted of the recognition of a deferred tax asset of $1,268,000 offset by income tax expense of $17,000 for states that either do not allow or limit NOL's. For the nine month period ended September 30, 2006 income tax expense of $18,000 was recognized for states that either do not allow or limit NOL's. During the 2006 period no federal or certain state income taxes were recognized on the income before taxes of $2,236,000 due to the utilization of NOL's from prior periods. The tax benefits associated with the Company's NOL's are recognized to the extent that the Company is expected to recognize taxable income. The Company's NOL's are subject to annual limitations.

Net loss for the nine month period ended September 30, 2007 was ($975,000) a decrease of $3,193,000 from the $2,218,000 net income reported during the comparable 2006 period. The decrease in net income was primarily attributable to a non-cash, non-recurring charge to compensation expense of $4,338,000, partially offset by the income tax benefit of $1,268,000.

Liquidity and Capital Resources

At September 30, 2007, the Company had working capital, which represents current assets less current liabilities, of $8,295,000, an increase of $2,336,000 from the working capital of $5,959,000 at December 31, 2006. The increase in working capital is primarily attributable to an increase in long-term debt offset by a reduction of short-term debt.

Inventory and trade receivables are principal components of current assets. At September 30, 2007 the Company had inventories of $9,460,000, a decrease of $2,933,000 or 24% from the $12,393,000 at December 31, 2006. The decrease in the inventory balance is due to the timing and availability of inventory purchases and the sale of refrigerants. The Company's ability to sell and replace its inventory on a timely basis and the prices at which it can be sold are subject, among other things, to current market conditions and the nature of supplier or customer arrangements and the Company's ability to source CFC based refrigerants, which are no longer being manufactured or non-CFC based refrigerants (see "Reliance on Suppliers and Customers" and "Seasonality and Fluctuations in Operating Results"). At September 30, 2007, the Company had trade receivables, net of allowance for doubtful accounts of $2,944,000 an increase of $1,713,000 from the $1,231,000 at December 31, 2006. The Company's trad e receivables are concentrated with various wholesalers, brokers, contractors and end-users within the refrigeration industry that are primarily located in the continental United States.

The Company has historically financed its working capital requirements through cash flows from operations, the issuance of debt and equity securities, and bank borrowings.

Net cash provided by operating activities for the nine month period ended September 30, 2007, was $2,124,000 compared with net cash provided by operating activities of $3,445,000 for the comparable 2006 period. Net cash provided by operating activities for the 2007 period was primarily attributable to the fact that the net loss reported for the period included a non-cash compensation charge of $4,338,000 partially offset by a non-cash income tax benefit of $1,268,000. In addition, net cash provided by operating activities for the 2007 period was also attributed to a reduction in inventory offset by an increase in accounts receivable and a reduction in accounts payable.

Net cash used by investing activities for the nine month period ended September 30, 2007 was $348,000 compared with net cash used by investing activities of $270,000 for the prior comparable 2006 period. The net cash used by investing activities for the 2007 period was primarily related to investment in general purpose equipment.

Net cash used by financing activities for the nine month period ended September 30, 2007, was $1,895,000 compared with net cash used by financing activities of $1,353,000 for the comparable 2006 period. The net cash used by financing activities for the 2007 period was due to repurchase of common stock of $5,332,000 and repayment of debt of $3,563,000 offset by an increase in long-term debt of $7,000,000.

At September 30, 2007, the Company had cash and cash equivalents of $474,000. The Company continues to assess its capital expenditure needs. The Company may, to the extent necessary, continue to utilize its cash balances to purchase equipment primarily for its operations. The Company estimates that the total capital expenditures for 2007 will be approximately $500,000.

On May 30, 2003, Hudson entered into a credit facility with Keltic Financial Partners, LLP ("Keltic"). On June 26, 2007, the credit facility was amended and restated to provide for borrowings up to $10,000,000. The facility consists of a revolving line of credit and term loans, which expires on June 26, 2010. Advances under the revolving line of credit may not exceed, except as permitted in the

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agreement governing the credit facility, $3,000,000 and are limited to (i) 85% of eligible trade accounts receivable and (ii) 50% of eligible inventory. Advances available to Hudson under the A and B term loans may not exceed $2,500,000 and $4,500,000, respectively. At September 30, 2007, the facility bore interest at 8.125% of which was the prime rate, plus .375%. Substantially all of Hudson's assets are pledged as collateral for its obligations to Keltic under the credit facility. In addition, among other things, the agreement restricts Hudson's ability to declare or pay any cash dividends on its capital stock. As of September 30, 2007, Hudson had in the aggregate $110,000 of borrowings outstanding and $2,378,000 available for borrowing under the revolving line of credit. In addition, the Company had $6,750,000 of borrowings outstanding under the A and B term loans with Keltic.

On March 31, 2004, the holders of the Company's then outstanding Series A Preferred Stock converted all of their shares of the Series A Preferred Stock (the "Conversion") into 16,397,468 shares of Common Stock (the "Conversion Shares"). In connection with the purchase of the Company's Series A Preferred Stock, the holders of the Preferred Stock were provided certain registration, preemptive and tag along rights (the "Registration Rights"), and such rights continued to be held by the holders following the Conversion. In connection with the purchase of the Company's Series A Preferred Stock, the holders of the Preferred Stock were also provided certain rights to nominate individuals to become members of the Company's Board of Directors, or at their option, to designate advisors to the Company's Board of Directors to attend and observe meetings of the Board of Directors (the "Nomination Rights"), and such rights continued to be held by the holders following the Conversion. Effective June 2 8, 2007, all Registration Rights and Nomination Rights of the holders of the Conversion Shares have been terminated.

In May 2005, the Company purchased its Champaign, Illinois facility for a total purchase price of $999,999. The Company financed the purchase with a 15 year amortizing loan in the amount of $945,000 with a balloon payment due on September 1, 2012. The note bears interest at 7% for the first five years and then adjusts annually based on prime plus 2%.

The Company believes that it will be able to satisfy its working capital requirements for the next twelve months from anticipated cash flows from operations and available funds under its existing credit facility. Any unanticipated expenses, including, but not limited to, an increase in the cost of refrigerants purchased by the Company, an increase in operating expenses or failure to achieve expected revenues from the Company's RefrigerantSide® Services and/or refrigerant sales or additional expansion or acquisition costs that may arise in the future would adversely affect the Company's future capital needs. There can be no assurances that the Company's proposed or future plans will be successful, and as such, the Company may require additional capital sooner than anticipated, which capital may not be available.

Inflation

Inflation has not historically had a material impact on the Company's operations.

Reliance on Suppliers and Customers

The Company's financial performance and its ability to sell refrigerants is in part dependent on its ability to obtain sufficient quantities of virgin, non-CFC based refrigerants, and of reclaimable, primarily CFC based, refrigerants from manufacturers, wholesalers, distributors, bulk gas brokers, and from other sources within the air conditioning and refrigeration and automotive aftermarket industries, and on corresponding demand for refrigerants. The Company's refrigerant sales include CFC based refrigerants, which are no longer manufactured. Additionally, the Company's refrigerant sales include non-CFC based refrigerants, including HCFC refrigerants. Effective January 1, 1996, the Act limits the production of HCFC refrigerants, which production was further limited in January 2004. Federal regulations enacted in January 2004 also imposed limitations on the importation of certain HCFC refrigerants. Under the Act, production of certain HCFC refrigerants is scheduled to be phased out b y the year 2020 and production of all HCFC refrigerants is scheduled to be phased out by the year 2030. Notwithstanding the limitations imposed by and under the Act, the Company believes that sufficient quantities of new and used refrigerants will continue to be available to it at a reasonable cost for the foreseeable future. To the extent that the Company is unable to source sufficient quantities of virgin or reclaimable refrigerants in the future, or resell refrigerants at a profit, the Company's financial condition and results of operations would be materially adversely affected.

For the nine month period ended September 30, 2007, one customer accounted for 13% of the Company's revenues. For the nine month period ended September 30, 2006, no customer accounted for 10% or more of the Company's revenues.

The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have a material adverse effect on the Company's financial position and results of operations.

Seasonality and Fluctuations in Operating Results

The Company's operating results vary from period to period as a result of weather conditions, requirements of potential customers, non-recurring refrigerant and service sales, availability and price of refrigerant products (virgin or reclaimable), changes in reclamation technology and regulations, timing in introduction and/or retrofit or replacement of CFC based refrigeration equipment, the rate of expansion of the Company's operations, and by other factors. The Company's business is seasonal in nature with peak sales of

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refrigerants occurring in the first half of each year. During past years, the seasonal decrease in sales of refrigerants has resulted in losses particularly in the fourth quarter of the year. Delays or inability in securing adequate supplies of refrigerants at peak demand periods, lack of refrigerant demand, increased expenses, declining refrigerant prices and a loss of a principal customer could result in significant losses. There can be no assurance that the foregoing factors will not occur and result in a material adverse effect on the Company's financial position and significant losses. The Company believes that there is a similar seasonal element to RefrigerantSide® Service revenues as refrigerant sales. The Company is continuing to assess its RefrigerantSide® Service revenues seasonal trend.

Item 3 - Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures as of September 30, 2007. Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that: (i) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 ("Exchange Act") is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure by the Company; and (ii) information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securi ties and Exchange Commission rules and forms. During the quarter ended September 30, 2007, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

For information regarding pending legal matters, refer to the Legal Proceedings Section in Part I, Item 3 of the Company's Form 10-KSB for the year ended December 31, 2006.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The following table represents information with respect to purchases of Common Stock made by the Company during the three months ended September 30, 2007.

Month of purchase	Total number of shares purchased (1)	Average price paid per share
July 1- July 31, 2007	-	-
August 1 - August 31, 2007	-	-
September 1 - September 30, 2007	1,167,400	$1.12
Total	1,167,400	$1.12

(1) Represents 55,353 shares repurchased by the Company from certain of its shareholders in the tender offer, and 1,112,047 shares repurchased by the Company from the Fleming Funds. There are no shares available for purchase under a plan or program.

Item 5 - Other Information

On November 2, 2007, Robert M. Burr, a member of the Company's Board of Directors (the "Board"), advised the Board he will not stand for re-election to the Board at the expiration of his current term, which will expire at the Annual Meeting of Shareholders currently scheduled to be held on December 11, 2007.

Item 6 - Exhibits

The following exhibits are attached to this report:

3(ii)	The Company's By-Laws as amended September 19, 2007
10.1	Stock Purchase Agreement between Hudson Technologies, Inc., Fleming US Discovery Fund III, L.P. and Fleming US Offshore Discovery Fund III, L.P. dated September 25, 2007 (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed September 25, 2007)
31.1	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed in its behalf by the undersigned, thereunto duly authorized.

HUDSON TECHNOLOGIES, INC.

By:	/s/ Kevin J. Zugibe	November 7, 2007
	Kevin J. Zugibe	Date
	Chairman and
	Chief Executive Officer

By:	/s/ James R. Buscemi	November 7, 2007
	James R. Buscemi	Date
	Chief Financial Officer

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EX-3

Exhibit 3(ii):

AMENDED BY-LAWS

OF

HUDSON TECHNOLOGIES, INC.

ARTICLE I - OFFICES, SEAL AND FISCAL YEAR

1. OFFICES: The principal office of the corporation shall be in the Village of Hillburn, County of Rockland, State of New York, or at such other location as the Board of Directors of the Corporation may from time to time designate. The Corporation may also have offices is such other places, either within or without the State of New York, as the Board of Directors of the corporation may from time to time designate or as the business of the corporation may require.

(AMENDED BY RESOLUTION DATED MAY 20, 1998)

2. CORPORATE SEAL: The seal of the corporation shall be in the form and style as the board of directors may designate or approve.

3. FISCAL YEAR: The board of directors shall have the power to fix, and from time to time, change, the fiscal year of the corporation. Unless otherwise fixed by the board of directors, the calendar year shall be the corporation's fiscal year.

ARTICLE II - STOCKHOLDERS

1. PLACE OF MEETINGS: All meetings of the stockholders of the corporation shall be held at such place either within or without the State of New York as may from time to time be designated by the Board of Directors and stated in the notice of meeting.

2. ANNUAL MEETING: Commencing with the 1997 fiscal year, an annual meeting of the stockholders of the corporation shall be held in each year on a regular business day on or before the end of the corporation's third fiscal quarter between the hours of 9:00 A.M. and 4:00 P.M., for the election of directors and for the transaction of such other business as may be brought before the meeting.

(AMENDED BY RESOLUTION DATED MAY 20, 1998)

3. SPECIAL MEETINGS: Special Meetings of the stockholders may be called at any time by the President or by the board of directors. The President or Secretary shall call a special meeting of the stockholders whenever requested in writing by stockholders holding not less than 35% percent of all votes entitled to be cast at a meeting. Such request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting. The Secretary shall inform the stockholders requesting the meeting of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the corporation of these costs, written notice of the special meeting shall be mailed by the President or Secretary to each stockholder entitled to vote at the meeting. The purpose or purposes for which the meeting is called must be included in the notice. The business transacted at a special meeting shall be confined to the purposes stated in the notice. Special meetings of the Stockh olders shall be held at such place within the State of New York as may be designated in the call for the meeting.

4. FIXING RECORD DATE: (a) For purposes of determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or to any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of directors shall fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty (60) days, nor less then ten (10) days prior to the date of such meeting, nor more than sixty (60) days prior to any other action. (AMENDED BY RESOLUTION DATED MAY 25, 2000)

(b) If no record date is fixed, the record date for the determination of stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. For any other purpose for the determination of stockholders, if no record date is fixed, the record date shall be at the close of business the day on which the resolution of the board relating thereto is adopted.

(c) When a determination of shareholders or record entitled to notice or to vote at any meeting of the stockholders has been made as provided herein, such determination shall apply to any adjournment thereof, unless the board fixes a new record date under this section for the adjourned meeting.

5. NOTICE OF MEETING OF SHAREHOLDERS: (a) Written notice of each meeting of the stockholders shall state the purpose of purposes for which the meeting is called, the place, date and hour of the meeting and, unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given personally or by regular mail to each shareholder entitled to vote at such meeting as of the Record Date fixed by the board of directors, not less than ten (10) nor more than fifty (50) days before the date of the meeting. If action is proposed to be take that might entitle stockholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United states mail, with postage thereon prepaid, directed to the stockholder at his address as it appears on the record of stockholders, or, to such other address as designated by the stockholder pursua nt to written request mailed to the secretary.

(b) Notice of meeting need not be given to any stockholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, or casting of any vote by any such stockholder, in person or by proxy, at any such meeting, regardless of any such protest, shall constitute a waiver of notice by that stockholder.

6. QUORUM OF STOCKHOLDERS: The holders of a majority of the issued and outstanding shares of capital stock of the corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders except as may otherwise be provided by law. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholder. Where there is less than a quorum present, the holders of a majority of the stock so present or represented may adjourn the meeting without further notice other than by announcement at the meeting, until a quorum is present.

7. CHAIRMAN OF MEETING: The President or, in his absence, a Vice President, shall preside as Chairman at all meetings of the stockholders. In the absence of the President or of a Vice President, the stockholders may appoint any stockholder to act as chairman of the meeting.

8. VOTING: At all meetings of the stockholders, every stockholder of record as of the Record Date, shall be entitled to one vote for every share standing in his name on the books of the corporation. Any corporate action, other than the election of directors to be taken by vote of the stockholders, shall be authorized by a majority of votes cast by the holders of shares entitled to vote thereon. Election of directors shall be accomplished by a candidate or candidates receiving a plurality of the votes cast by the stockholders entitled to vote in the election.

9. INSPECTORS: (a) The board of directors or, if the board shall not have made the appointment, the chairman presiding at any meeting of stockholders, shall appoint inspectors of election. The number of inspectors shall be either one or three. No candidate for the office of director shall be appointed as inspector at any meeting for the election of directors.

(b) The inspectors of election shall determine the number of shares outstanding and the voting power or each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, shall receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all stockholders.

(c) A list of stockholders as of the record date, certified by the Secretary or by the transfer agent, if any, shall be produced at any meeting of stockholders upon the request, made either at or before such meeting, of any stockholder. If the right to vote at any meeting is challenged, the inspectors of election shall require such list of stockholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.

(d) If there are three inspectors of election, the decision, act, or certificate of a majority of the inspectors is effective in all respects as the decision, act, or certificate of all.

(e) On request of the chairman of the meeting or of any stockholder or his proxy, the inspectors shall make a report in writing of any challenge or question or matter determined by them and execute a certificate of any fact found by them, and any such report or certificate is prima facie evidence of the facts stated therein.

10. PROXIES: Every stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy appointed by instrument in writing subscribed by the stockholder or by his attorney-in-fact, and bearing a date not more than ten months prior to the date of the meeting, unless the instrument provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided by law.

11. SECRETARY OF MEETING: The secretary of the corporation shall act as secretary of all meetings of the stockholders. In the absence of the secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

12. ORDER OF BUSINESS: The order of business at a stockholders' meeting shall be as follows:

1. Call to order

2. Designation or, if necessary, election of chairperson

3. Designation or, if necessary, appointment of inspectors

4. Presentation of proof of due calling of meeting

5. Presentation and examination of proxies

6. Reading of prior minutes

7. Reports of officers

8. Election of directors (where applicable)

9. Unfinished business

10. New business

11. Adjournment

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS: The property, business and affairs of the Corporation shall be managed and controlled by its Board of Directors. Each member of the board of directors shall be at least 18 years of age and need not be shareholders. No member of the board of directors may be employed by the corporation, except that the Chief Executive Officer, President and any Vice President of the corporation may be members of the board of directors. (AMENDED BY RESOLUTION DATED MAY 20, 1998)

2. GENERAL POWERS OF THE BOARD OF DIRECTORS: In addition to the powers and authority expressly conferred upon them by these bylaws, the board may by vote made at a duly called and conducted annual or special meeting of the board of directors, exercise all powers of the corporation except those required by law or the bylaws of the corporation to be exercised by the stockholders.

3. NUMBER OF DIRECTORS: The number of directors shall be fixed by the board of directors but in any event, shall be no less than seven (7). The minimum number of directors may be increased or decreased (but in no event shall it be decreased to less than five) by resolution adopted by the stockholders entitled to vote at a meeting of the stockholders, provided the notice of the proposed increase or decrease is included in the notice of meeting. No decrease in the minimum number of directors shall have the effect of removing any director prior to the expiration of the term of office. (AMENDED BY RESOLUTION MARCH 23, 1999)

4. CLASSIFICATION AND TERM OF DIRECTORS: Commencing as of the first annual meeting of the shareholders first following the adoption of these amended by-laws, the board of directors shall be divided into two classes in respect of term of office, each class to contain as near as possible one-half of the whole number of board of directors. At the first annual meeting of the shareholders held after adoption of these amended by-laws, directors of the first class shall be elected for a term of one year, and directors of the second class shall be elected for a term of two years. The terms of the directors elected at the first annual meeting held after adoption of these by-laws shall commence as of the first day of June following that first annual meeting, such that the then existing members of the board shall continue to serve as directors until the first day of June.

At each annual meeting of the shareholders held thereafter, successors to the class of directors whose terms shall expire that year shall be elected to hold office for a term of two years so that the term of office of one class of directors shall expire in each year. Each director shall hold office from the date of the annual meeting at which said director is elected, until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

(AMENDED BY RESOLUTION DATED MARCH 25, 1994)

5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS: Vacancies on the board of directors created by the death, resignation or removal of directors and newly created directorship resulting from any increase in the authorized number of directors may be filled only by the affirmative vote of a majority of the remaining directors or by the holders of a majority of the stock of the corporation issued and outstanding. If the directors remaining in office are unable, by majority vote, to fill a vacancy on the board of directors within twenty (20) days of the creation of the vacancy, the president or the secretary of the corporation may call a special meeting of the stockholders at which time the vacancy shall be filled. Any directors chosen to fill any vacancy or to fill a newly created directorship shall hold office until the next annual meeting of the stockholders and until their successors are duly elected and shall qualify, unless sooner displaced.

6. REMOVAL OF DIRECTORS: Any or all of the directors may be removed for cause by vote of a majority of the entire board. Any or all directors may be removed either with or without cause by vote of stockholders at any special meeting called for that purpose, or at annual meeting provided such proposed action is contained in the notice of meeting. If any or all directors are so removed, new directors may be elected at the same meeting.

7. POWER TO APPOINT AND REMOVE OFFICERS: The board of directors shall have the power to elect the officers of the corporation, remove any officer with or without cause, to fix the salary of all officers of the corporation, and to determine the general business polices of the corporation.

8. QUORUM OF DIRECTORS: Unless otherwise specified in these by-laws, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business, except that if at any meeting of the board there is less than a quorum present, a majority of those present may adjourn the meeting without further notice other than by announcement at the meeting, until a quorum is present.

9. ACTION OF THE BOARD: (a) The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Each director present shall have one vote regardless of the number of shares, if any, which he may hold. At any meeting at which every director shall be present, even though without notice, any business may be transacted.

(b) A resolution in writing, signed by all of the members of the board of directors shall be deemed to be an action by the board with the same force and effect as if it had been duly passed by vote at a duly convened meeting and it shall be the duty of the Secretary to record any such resolution, and the written consents thereto by the members of the board, in the minute book of the corporation under the proper date.

(c) Any one or more member of the board of directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

(d) A member of the board of directors who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary promptly after the adjournment of the meeting. Such right to dissent shall not apply to a member of the board of directors who voted in favor of such action.

10. ANNUAL MEETING OF THE BOARD: The annual meeting of the board of directors elected at the first annual meeting of the shareholders held after the adoption of these amended by-laws, shall be held during the month of June following the first annual meeting of the shareholders. Notice of this first annual meeting shall be given to each director by the President, either personally or by regular mail, at least three days in advance of the meeting. In the case of mailing, notice shall be deemed to have been given as of the date of mailing. Notice of this meeting need not be given to any director who submits a waiver of notice, whether submitted before or after the meeting, or who attends the meeting without protesting the lack of notice prior thereto or at the commencement of the meeting. Notice of this meeting need not specify the purpose of the meeting or the action proposed to be taken at the meeting, and any business may be transacted by the board at this meeting.

Thereafter, the annual meeting of the board of directors shall be held immediately following the annual meeting of the stockholders, or immediately following any adjournment thereof, for the purpose of the organization of the board, for the election or appointment of officers for the ensuing year, and for the transaction of such other business as may conveniently and properly be brought before such meeting. No notice of the annual meeting or of the action to be taken thereat, shall be necessary.

(AMENDED BY RESOLUTION DATED MARCH 25, 1994)

11. REGULAR MEETINGS OF THE BOARD: Regular meetings of the board of directors may, at the discretion of the Board, be held monthly, but in any event, shall be held no less frequently than quarterly, with such quarterly meetings to be held during the months of March, June, September and December of each year. The regular meetings shall be held at such time and place, either within or without the State of New York, as the board shall from time to time determine. Notice of regular meetings shall be given to each director by the President, either personally or by regular mail, at least three days in advance of the meeting. In the case of mailing, notice shall be deemed to have been given as of the date of mailing. Notice of a meeting need not be given to any director who submits a waiver of notice, whether submitted before or after the meeting, or who attends the meeting without protesting the lack of notice prior thereto or at the commencement of the meeting. Notice of any regular meeting need not specify the purpose of the meeting or the action proposed to be taken at the meeting, and any business may be transacted by the board at any regular meeting.

12. SPECIAL MEETINGS OF THE BOARD: Special meetings of the board of directors may be called by order of the Chairman of the Board, the President, or by one-third of the directors presently in office. The Secretary shall give written notice by regular mail to each director of the time, place and purpose or purposes or each special meeting at least three days in advance of the meeting, which notice shall be deemed to have been given as of the date of mailing.

(AMENDED BY RESOLUTION DATED MARCH 25, 1994)

13. CHAIRMAN OF THE BOARD OF DIRECTORS: At all meetings of the board of directors, the President shall preside as Chairman of the board. In the absence of the President, the board shall choose from among its members a chairman to preside at any such meeting.

14. RESIGNATION OF DIRECTORS: A director may resign at any time by giving written notice to the board, the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or by such officer, and the acceptance of the resignation shall not be necessary to make it effective.

15. COMPENSATION: The directors shall receive such compensation for their services as directors and as members of any committee appointed by the board as may be prescribed by the board of directors and shall be reimbursed by the corporation for ordinary and reasonable expenses incurred in the performance of their duties.

16. REPORTS BY DIRECTORS: The board of directors shall send, or cause to be sent, an annual report for the preceding year to the stockholders not later than two hundred forty (240) days after the close of the fiscal or calendar year. The annual report shall include, Audited financial statements, or a balance sheet, as of the closing date, certified by the corporation's independent public accountants, quarterly financial reports of income or profit and loss for the first three quarters of the year ending on such closing date, and such other information as the board of directors may determine.

(AMENDED BY RESOLUTION DATED MAY 20, 1998)

17. INDEMNIFICATION OF DIRECTORS AND OFFICERS: (a) The corporation shall indemnify its directors and officers, and the board of directors may authorize the corporation to indemnify any employee or other agent, made or threatened to be made a party to any action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director of officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, is or was a director, officer, employee or other agent of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasona ble expenses, including attorneys fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose believed to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe his conduct was unlawful.

(b) The corporation shall indemnify its directors and officers, and the board of directors may authorize the corporation to indemnify any employee or other agent of the corporation made or threatened to be made a party to an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he, his testator or intestate, is or was an director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director, officer employee or other agent acted, in good faith, for a purpose believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation. However, no such indemnification may be made in connection with any threatened or pending action which is settled or otherwise disposed of, or in connection with any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless such indemnification, and the amounts thereof, are approved by the court in which the action was brought, or, if no such action was brought, by a court of competent jurisdiction.

(c) The corporation shall indemnify its directors and officers, and the board of directors may authorize the corporation to indemnify any employee or other agent of the corporation made or threatened to be made a party to any other action or proceeding, except that no indemnification may be made to or behalf of any director, officer, employee or other agent if a judgment or other final adjudication adverse to the director, officer, employee or other agent establishes that the said director's, officer's, employee's or other agent's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the director, officer, employee or other agent personally gained in fact a financial profit or other advantage to which he was not legally entitled.

(d) Indemnification of any director, officer, employee or agent required and/or permitted by this section shall be made by the corporation only if authorized in the specific case by vote of the board of directors, acting by a quorum consisting of directors who are not parties to such action or proceeding, finding that the director, officer, employee or other agent has met the standards of conduct set forth in subparagraphs "a", "b" or "c", as the case may be. If a quorum of disinterested directors is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, indemnification shall be authorized either (i) by vote of the board upon the opinion in writing of independent legal counsel that indemnification is proper under the circumstances because the applicable standard of conduct has been met by such director, officer, employee or other agent, or (ii) by vote of the stockholders upon a finding that the director, officer, employee or other agent has met the applicable standards of conduct.

(e) The board of directors may authorize the corporation to purchase and maintain insurance to indemnify directors and officers, and to indemnify employees or other agents of the corporation in instances in which such directors and officers shall be indemnified by the corporation, and in instances where such employees or other agents may be indemnified under the provisions of this section of the by-laws, provided that the corporation shall, not later than the next annual meeting of stockholders, unless such meeting is held within three months from the date of purchase of such insurance, but any event, within fifteen (15) months from the date of purchase of such insurance, mail a statement to its stockholders of record at the time entitled to vote for the election of directors, a statement specifying the insurance carrier, the date of the contract, the cost of the insurance, the corporate positions insured, and a statement explaining all sums, if any, not previously reported to the stockholders, paid under any indemnification insurance contract.

ARTICLE IV - COMMITTEES

1. EXECUTIVE COMMITTEE: The board, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee consisting of three or more directors, one of whom shall be either the Chief Executive Officer or the President. The board may also designate one or more of its members as alternates to serve as a member or members of the executive committee in the absence of a regular member or members. The board shall reserve to itself alone the power to declare dividends, issue stock, recommend to stockholders any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge any committee either with or without cause at any time. Subject to the foregoing limitations, the executive committee shall possess and exercise all other powers of the board of directors during the intervals between meetings.

(AMENDED BY RESOLUTION DATED MAY 20, 1998)

2. AUDIT COMMITTEE: The board, by resolution adopted by a majority of the entire board, shall appoint from among its members, an Audit Committee consisting of three or more directors. Each member of the audit committee must meet the following conditions: (i) be independent as defined under Rule 4200(a)(15) of The Nasdaq Stock Market (except as set forth in Rule 4350 (d)(2)(B)); (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (subject to the exemptions provided in Rule 10A-3(c)); (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) be able to read and understand fundamental financial statements, including a Company's balance sheet, income statement, and cash flow statement. Additionally, at least one member of the audit committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Board shall elect or appoint a chairperson of the audit committee (or, if it does not do so, the audit committee members shall elect a chairperson by vote of a majority of the full committee); the chairperson will have authority to act on behalf of the audit committee between meetings. The audit committee's purpose is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company; and to prepare an audit committee report as required by the SEC's rules to be included in the Company's annual proxy statements, or, if the Company does not file a proxy statement, in the Company's annual report filed on Form 10-KSB with the SEC. As soon as practicable after cr eation of the audit committee, the Board shall adopt a charter consistent with these by-laws and setting forth the responsibilities and authority of the audit committee. (Amended by resolution dated February 24, 2006

3. FINANCE COMMITTEE: The board, by resolution adopted by a majority of the entire board, may appoint from among its members a finance committee consisting of three or more directors, at least a majority of whom shall be neither officers nor otherwise employed by the corporation. The board shall designate one director to act as Chairman of the committee, and may designate one or more directors as alternate members of the committee who may replace any absent or disqualified member at any meeting of the committee. The committee shall exercise such powers as may be specifically delegated to it by the board and act upon such matters as may be referred to it from time to time for study and recommendation by the board or the President.

4. OTHER COMMITTEES: The board of directors may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than two directors, and which shall have such powers and duties as shall from time to time be prescribed by the board.

5. RULES OF PROCEDURE: A majority of the members of any committee may fix its rules of procedure. Each committee shall meet at such times and at such times at it determines to be necessary to carry out its functions. No formal notice of any such meeting need be given to the committee. All action by any committee shall be authorized by a majority of its members and shall be reported to the board of directors at a meeting succeeding such action and shall be subject to revision, alteration, and approval by the board, provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration.

ARTICLE V - OFFICERS

1. OFFICES, ELECTION, TERM: (a) The board of directors may elect or appoint a Chief Executive Officer and/or a President from its own members. Where both a Chief Executive Officer and President are appointed, the Chief Executive Officer shall also serve as Chairman of the board. The board of directors may also appoint one or more Vice-Presidents, who may or may not be directors, a Secretary, a Treasurer, and a General Counsel, and it may elect or appoint from time to time such other or additional officers as in its opinion are desirable for the conduct of the business of the corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(AMENDED BY RESOLUTION DATED MAY 20, 1998)

(b) All offices shall be elected or appointed to hold office until the meeting of the board following the annual meeting of the stockholders. Each officer shall hold office until a successor has been elected or appointed and qualified.

2. REMOVAL OF OFFICERS: (a) Any officer elected or appointed by the board may be removed by the vote of a majority of the entire board, with or without cause.

(b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term, or may, by vote of a majority of the entire board, leave unfilled for any such period as it may fix by resolution any office except those of President, Treasurer or Secretary. In the event of the absence or disability of any officer, the board of directors may delegate the powers and/or duties of any such officer to another officer or a director until the return or removal of the disability of such officer.

3. CHIEF EXECUTIVE OFFICER/ PRESIDENT: (a) The President or the Chief Executive Officer shall be Chairman of the Board of Directors of the corporation, and shall preside at all meetings of the stockholders and the board of directors. The President and/or the Chief Executive Officer, shall have the general and active management and supervision of the business of the corporation and shall see that all orders, directions and resolutions of the board of directors are carried out, subject, however, to the right of the board of directors to delegate and specific powers, not exclusively conferred by law upon the President, to any other officer or officers of the corporation. In addition, the President, along with the Secretary shall sign all stock certificates of the corporation and shall sign all deeds, contracts, leases or other instruments required to be in writing, except that the signature of the President on any such instrument shall not be required where the signature of any other officer has been a uthorized either by these by-laws or by the board or the President. The President shall have such other and additional powers and duties as are conferred by these by laws, whether or not specifically enumerated in this section.

(b) Where the board of directors have elected or appointed both a Chief Executive Officer and a President, the Chief Executive Officer shall be the Chairman of the Board of Directors of the corporation, and shall preside at all meetings of the stockholders and the board of directors, and shall have the same powers as the President, except to the extent that such powers are exclusively conferred by law upon the President.

(AMENDED BY RESOLUTION DATED MAY 20, 1998)

4. EXECUTIVE VICE-PRESIDENT: In the absence or disability of the President, the Executive Vice-President shall have all the powers and perform all the duties of the President, and shall perform such other duties as the board of directors shall from time to time prescribe.

5. VICE-PRESIDENTS: The Vice-Presidents shall have such powers and perform such duties as may be assigned to them by the board of directors or by the President. In the absence or disability of the President and the Executive Vice-President, any Vice-President so designated by the board of directors or by the President, shall perform the duties and exercise the powers of the President. A Vice-President may sign and execute contracts and other obligations pertaining to the regular course of his duties.

6. SECRETARY: In addition to all other powers and duties conferred by the by-laws, the Secretary shall attend and keep the minutes of all meetings, and shall record all votes taken, of the board of directors and of the stockholders, and, to the extent directed by the board of directors, all committee meetings. The Secretary shall cause notice to be given of all meetings of the stockholders and of special meetings of the board of directors. The Secretary shall have custody of the corporate seal and affix it to any instrument when authorized by the board or, where permissible, by the President, and shall keep and maintain all the documents and records of the corporation, which shall be available for inspection by any member of the board of directors at all reasonable times. The Secretary shall also have such other and additional powers and duties as may be prescribed by the board of directors.

7. ASSISTANT SECRETARY: The board of directors may designate one or more Assistant Secretaries to assist the Secretary and to perform the duties and exercise the powers conferred upon the Secretary during the absence or disability of the Secretary.

8. TREASURER: The Treasurer shall, subject to the direction of a designated Vice-President, if any, have general custody of all the corporate funds and securities; shall have general supervision of the collection and disbursement of the funds of the corporation; shall enter or cause to be entered regularly in the books of the corporation all monies received and paid out by the corporation or any officer thereof, and shall keep full and accurate accounts thereof; shall deposit or cause to be deposited all checks, notes, monies, securities or other valuables of the corporation in the name and credit of the corporation in such bank, banks or depositories as may be designated by the board of directors; shall disburse or cause to be disbursed the funds of the corporation in such manner, at such times, for such purposes and to such person, persons or entities as may be designated or directed by the board of directors, and may sign, execute or endorse on behalf of the corporation, all checks, drafts, promisso ry notes, bills or exchange; shall render to the President and to the board of directors at the regular meetings of the board, and at such other times as they may require, a report and account of all transactions by the Treasurer and of the financial affairs and condition of the corporation; shall render a full financial report of the financial condition of the corporation at the annual meeting of the shareholders, if so requested by the board of directors; shall be furnished by all corporate officers and agents at his request, such reports, statements and accounts as the Secretary may require as to any and all financial transactions of the corporation; and shall perform such other duties as may be prescribed from time to time by the board of directors or by the President.

9. ASSISTANT TREASURER: The board of directors may designate one or more Assistant Treasurers to assist the Treasurer and to perform the duties and exercise the powers conferred upon the Treasurer during the absence or disability of the Treasurer.

10. COMPTROLLER: The board of directors may appoint or elect a Comptroller who shall be responsible to the Board of directors and to the President for all financial control and internal audits of the corporation. The Comptroller shall verify the assets of the corporation, shall audit the books and accounts of the corporation from time to time, and shall perform such other duties as may be prescribed by the board of directors.

11. EXERCISE OF RIGHTS AS STOCKHOLDERS: Unless otherwise directed by the board of directors, the Chief Executive Officer, President, Executive Vice-President or any other Vice-President duly authorized by the President, shall have full power and authority on behalf of the corporation to attend and to vote at any meeting of stockholders of any corporation in which the corporation may hold stock, and may exercise on behalf of the corporation any and all rights and powers incident to such stock ownership, including the power and authority to execute and deliver proxies, consents and waivers. The board of directors may from time to time confer like powers upon any other person, persons or entities.

(AMENDED BY RESOLUTION DATED MAY 20, 1998)

12. COMPENSATION OF OFFICERS: The compensation of all officers shall be fixed by the executive committee or, if no executive committee has been established, by the board of directors. Such compensation may include bonus plans for granting additional compensation to the corporations' officers in the form of money or shares of stock of the corporation which shares have been either issued and are held in the treasury of the corporation, or which have been authorized by the certificate of incorporation but not issued by the corporation.

13. OFFICER STOCK OPTION PLAN: The board of directors shall have the power to adopt and to alter, amend or repeal, a stock option plan pursuant to which officers and key employees of the corporation who are primarily responsible for the continued growth and development and future financial success of the corporation, may be granted options to purchase shares of common stock of the corporation, in order to secure to the corporation the advantages of the incentive and sense of proprietorship inherent in stock ownership by these persons.

ARTICLE VI - CAPITAL STOCK

1. STOCK CERTIFICATES: The shares of the corporation shall be represented by certificates or shall be uncertificated shares. Certificates for stock of the corporation shall be in such form as the board of directors may from time to time prescribe. Certificates shall be numbered and entered in the stock register of the corporation as they are issued, and shall be signed by the President or a Vice-President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary. If certificates are signed by a Transfer Agent, acting in behalf of the corporation, and by a Registrar, the signatures of the officers of the corporation may be facsimiles. The certificates shall exhibit the holder's name and number of shares, the date issued, and shall bear the corporate seal. The board of directors may also provide for and prescribe forms of scrip certificates representing fractional shares, if any, as may in their discretion seem necessary or advisable. (AMENDED BY RESOLUTION DATED SEPTEMBER 19, 2007)

2. TRANSFER AGENT: The board of directors may appoint one or more Transfer Agents and Registrars or the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such Transfer Agents and Registrars.

3. TRANSFER OF STOCK: Shares of capital stock of the corporation shall be transferable on the books of the corporation only by the holder of record thereof in person or by duly authorized attorney, upon surrender thereof and cancellation of certificates for a like number of shares. Possession of certificates of stock shall not entitle the holder to any right of stockholders nor shall it be regarded as evidence of ownership unless it appears on the books of the corporation. The corporation shall be entitled to treat the holder of record of any share of capital stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may otherwise be expressly prescribed by law.

4. LOST OR STOLEN SHARES: In case any certificate for the capital stock of the corporation shall be lost, stolen or destroyed, the corporation, as a condition to the issuance of a replacement certificate, may require such proof by affidavit or other means of the fact, and such indemnity to be given to the corporation and to its Transfer Agent and Registrar, if any, as shall be deemed necessary or advisable by the corporation.

5. CLOSING OF BOOKS: The board of directors shall fix, in advance, a date, not exceeding fifty (50) days and not less than ten(10) days preceding the date of any meeting of the stockholders, or the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividends, or any such allotment or fights, or the exercise the rights in respect to any such change, conversion or exchange of capital stock. Where the board of directors fixes such a record date, only stockholders of record, as shown on the stock register, on the date so fixed shall be entitled to such notice and to vote at such meeting, or to receive payment of such dividend, or allotment of rights, or exercise such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the corporation after such record date as fixed herein.

ARTICLE VII - CORPORATE RECORDS

1. SHARE REGISTER: The corporation shall keep at the principal office, or at the office of the transfer agent or registrar, a stock register showing the names of the stockholders and their addresses, the number of shares held by each, and the number and date of certificates issued or the shares, and the number and date of cancellation of every certificate surrendered for cancellation. The stock register may be in written form or in any other form capable of being converted into written form within a reasonable time.

2. CORPORATE MINUTES: The corporation shall keep at the principal office, or at such other place as the board of directors may direct, a book of minutes of the proceedings of its stockholders, board and executive committee, with the date, time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, any waivers of notice received, the names of those present at directors' meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The corporate minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

3. BOOKS OF ACCOUNT: The corporation shall keep at the principal office, or at such other place as the board of directors may direct, correct and complete books and records of account of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. The corporate books of account may be in written form or in any other form capable of being converted into written form within a reasonable time.

4. INSPECTION BY STOCKHOLDERS: Subject to any restrictions provided by law, any person who shall have been a stockholder of record of the corporation for at least six (6) months immediately preceding such demand, or who shall have been authorized in writing by the holders of at least five (5%) percent of any class of the outstanding shares of stock of the corporation, upon five (5) days written demand, shall have the right to examine in person or by agent or attorney, during usual business hours, the share register and the corporate minutes, and to make extracts therefrom.

ARTICLE VIII - DIVIDENDS

The board of directors may at such time or times as it determines in its discretion, declare and pay dividends or make other distributions of its property, including shares of its stock, on its outstanding shares of capital stock. Dividends may be declared and paid, or other distributions may be made, out of surplus only, so that the net assets of the corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

ARTICLE IX - BY-LAW AMENDMENT

1. AMENDMENT, REPEAL OR ADOPTION: The by-laws of the corporation may be amended, repealed or adopted by vote of the holders of the stock of the corporation entitled to vote at a meeting of the stockholders, provided that a statement of the proposed action is included in the notice or waiver of such meeting of the stockholders. The by-laws of the corporation may also be amended, repealed or adopted by vote of the board of directors, but any by-law adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon as hereinabove provided.

2. MISCELLANEOUS: If any by-law regulating an impending election of directors is adopted, amended or repealed by the board of directors, the notice of the next meeting of stockholders for the election of directors shall set forth the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

ARTICLE X - MISCELLANEOUS

1. EXECUTION OF DOCUMENTS: All corporate instruments, contracts and documents to be signed or entered into by or on behalf of the corporation shall be signed, executed, verified or acknowledged by such officer or officers, or such other person or persons as the board may from time to time designate.

2. CERTIFICATE OF INCORPORATION: All references to the certificate of incorporation contained in these by-laws shall include all amendments thereto or changes thereof, unless otherwise excepted.

3. GENDER NEUTRALITY: Words of the masculine gender in any by-law include the feminine and the neuter, and, when the sense so indicates, words of the neuter gender may refer to any gender.

EX-31.1

Exhibit 31.1:

Hudson Technologies, Inc.

Certification of Principal Executive Officer

I, Kevin J. Zugibe, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of Hudson Technologies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 7, 2007

/s/ Kevin J. Zugibe

Kevin J. Zugibe

Chief Executive Officer and

Chairman of the Board

EX-31.2

Exhibit 31.2:

Hudson Technologies, Inc.

Certification of Chief Financial Officer

I, James R. Buscemi, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of Hudson Technologies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 7, 2007

/s/ James R. Buscemi

James R. Buscemi

Chief Financial Officer

EX-32.1

Exhibit 32.1:

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hudson Technologies, Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2007 as filed with the Securities and Exchange Commission (the "Report"), I, Kevin J. Zugibe, as Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin J. Zugibe

Kevin J. Zugibe

Chief Executive Officer and

Chairman of the Board

November 7, 2007

EX-32.2

Exhibit 32.2:

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hudson Technologies, Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2007 as filed with the Securities and Exchange Commission (the "Report"), I, James R. Buscemi, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James R. Buscemi

James R. Buscemi

Chief Financial Officer

November 7, 2007