Exhibit 3.3


                         CERTIFICATE OF AMENDMENT TO THE

                         CERTIFICATE OF INCORPORATION OF

                         PHARMACEUTICAL RESOURCES, INC.



To:      The Secretary of State
         State of New Jersey

         Pursuant  to  the   provisions  of  Section   14A:9-2(4)   and  Section
14A:9-4(3),  Corporations,  General, of the New Jersey Statutes, the undersigned
Corporation  executes the following  Certificate of Amendment to its Certificate
of Incorporation:

     1. The name of the Corporation is Pharmaceutical Resources, Inc.

     2. The following amendment to the Certificate of Incorporation was approved
by  the  directors  and  thereafter  duly  adopted  by the  shareholders  of the
Corporation on the 26th day of June, 1998:

     Resolved, that Article IV(a) of the Certificate of Incorporation be amended
to read as follows:

                  "(a) The Corporation is authorized to issue 90,000,000  shares
         of capital stock which shall be designated the Common Stock,  par value
         $.01 per share. Each holder of Common Stock of the Corporation entitled
         to vote shall have one vote for each share held thereof."

     3. The number of shares entitled to vote upon the amendment was 18,890,153.

     4. The  number  of shares  voting  for and  against  such  amendment  is as
follows:

Number of Shares Voting For Amendment  Number of Shares Voting Against Amendment
- -------------------------------------  -----------------------------------------
        11,368,619                                   5,424,154

Dated this 26 day of June, 1998.


                                                  PHARMACEUTICAL RESOURCES, INC.


                                                  By /s/ Kenneth I. Sawyer
                                                    ----------------------------
                                                         Kenneth I. Sawyer
                                                         Chairman and Chief 
                                                         Executive Officer