EXHIBIT 3.1.2

                               CERTIFICATE OF AMENDMENT

                                          OF

                        RESTATED CERTIFICATE OF INCORPORATION

                                          OF

                         CARING PRODUCTS INTERNATIONAL, INC.


    Caring Products International, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

         FIRST:    That the Board of  Directors of said corporation, by
    unanimous written consent of its members, filed with the minutes of
    the Board, adopted a resolution proposing and declaring advisable the
    following amendment to the Restated Certificate of Incorporation of
    said corporation:

                   RESOLVED, that the Corporation's Restated
         Certificate of Incorporation, as heretofore amended, be
         further amended by adding a sentence at the end of the first
         paragraph of  Article Fourth thereof so that, as amended,
         said paragraph shall be read in its entirety as follows:

         "The total number of shares of stock which the Corporation
         shall have authority to issue shall be 76,000,000 shares of
         capital stock, of  which 1,000,000 shares shall be
         classified as Preferred Stock, par value $0.01 per share,
         and  75,000,000 shares shall be classified as Common Stock,
         par value $0.01 per share.  Each six shares of Common Stock
         outstanding at 9:00 a.m. daylight savings time on Monday,
         June 16, 1997 shall be deemed to be one share of  Common
         Stock of  the Corporation, par value $0.01 per share."

         SECOND:   That in lieu of a meeting and vote of stockholders, the
    stockholders holding a majority of  the outstanding shares of stock
    entitled to vote on the amendment have given written consent, and
    written notice of the adoption of the amendment will  be given as
    provided in Section 228 of the General Corporation Law of  the State
    of  Delaware to every stockholder who has not consented to such action
    in writing and is entitled to such notice.






         THIRD:    That said amendment was duly adopted in accordance with
    the provisions of  Sections 242 and 228 of the General Corporation Law
    of  the State of  Delaware.

         IN WITNESS WHEREOF, Caring Products International, Inc. has
    caused this certificate to be signed by William H. Atkinson, its
    Chairman of  the Board of Directors and attested by Steven A. Saide,
    its Secretary this 12th day of  June, 1997.



                                  By: /s/ William H. Atkinson
                                      -----------------------
                                          William H. Atkinson,
                                          Chairman of  the Board


    ATTEST:

    By: /s/ Steven A. Saide
        --------------------
            Steven A. Saide,
            Secretary