Exhibit 3

                            CERTIFICATE OF AMENDMENT
                    TO RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                FMC CORPORATION


J. Paul McGrath and Charlotte Mitchell Smith, being the Senior Vice President,
General Counsel and Secretary and Assistant Secretary, respectively, of FMC
CORPORATION, a corporation organized and existing under and by virtue of the
Delaware General Corporation Law (the "Corporation"), do hereby certify as
follows:

     1.  That the Board of Directors of the Corporation, in accordance with
Section 242 of the Delaware General Corporation Law, adopted the resolution set
forth below proposing an amendment to the Restated Certificate of Incorporation
of the Corporation (the "Amendment") and further directed that the Amendment be
submitted to the stockholders of the Corporation for their consideration and
approval at an annual meeting of stockholders of the Corporation on April 24,
1998:

     "RESOLVED, that the Board of Directors has determined that it is advisable
     and in the best interest of the Corporation and its stockholders as a whole
     that paragraph (a) of Article FOURTH of the Restated Certificate of
     Incorporation be amended and restated to read as follows:

         "The total number of shares of stock which the Corporation shall have
         authority to issue is 135,000,000 shares, consisting of 130,000,000
         shares of Common Stock, par value $.10 per share, and 5,000,000 shares
         of Preferred Stock, without par value."

     2.  That the Amendment was duly adopted in accordance with Section 242 of
the Delaware General Corporation Law at an annual meeting of stockholders of the
Corporation by the holders of a majority of the issued and outstanding shares of
stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, FMC CORPORATION has caused this Certificate of Amendment to
be signed by J. Paul McGrath, its Senior Vice President, General Counsel and
Secretary and Charlotte Mitchell Smith, its Assistant Secretary, this 24th day
of April, 1998.

                              FMC CORPORATION


                              By:  /s/ J. PAUL MCGRATH
                                ------------------------
                                      J. Paul McGrath
                                      Senior Vice President, General Counsel and
                                      Secretary

ATTEST:


  /s/ CHARLOTTE MITCHELL SMITH
- -------------------------------
Charlotte Mitchell Smith
Assistant Secretary