Exhibit 3

                             State of North Carolina

                      Department of the Secretary of State

                              ARTICLES OF AMENDMENT
                                       OF
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                  EMBREX, INC.

Pursuant to (Section symbol)55-10-06 of the General Statutes of North Carolina,
the undersigned corporation hereby submits the following Articles of Amendment
for the purpose of amending its Articles of Incorporation:

1.      The name of the corporation is:   EMBREX, INC.

2.      The text of the amendment adopted is as follows:

    Part A of Article FOURTH of the Restated Articles of Incorporation of the
    corporation is hereby amended by deleting the first two paragraphs of
    Article FOURTH and inserting in lieu thereof the following:

    The corporation shall have authority to issue thirty million (30,000,000)
    shares of common stock with a par value of one cent ($.01) per share, and
    fifteen million (15,000,000) shares of preferred stock, with no par value.

        The shares of preferred stock of the corporation may be issued from time
    to time in one or more classes or series, the shares of each class or series
    to have such designations, preferences, relative rights, powers, including
    voting powers, and par value, if any (or qualifications, limitations or
    restrictions thereof) as are stated in the resolution or resolutions
    providing for the issuance of such class or series adopted by the board of
    directors of the corporation. Authority is expressly granted to the board of
    directors, subject to the provisions hereof and to any limitations provided
    under the North Carolina Business Corporation Act, to authorize the issuance
    of one or more classes, or one or more series within a class, of preferred
    stock, and with respect to each such class or series to determine and fix by
    resolution or resolutions the designations, preferences, relative rights,
    powers, including voting powers, full or limited, or no voting power, and
    the par value, if any, of such shares, or the qualifications, limitations or
    restrictions of such shares. This paragraph is intended to afford to the
    Board of Directors the maximum authority permitted under Section 55-6-02 of
    the North Carolina General Statutes.

        Notwithstanding anything to the contrary in this Article FOURTH, each
    share of the corporation's Series A Participating Preferred Stock shall have
    par value of one cent ($.01) per share.



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                     ARTICLES OF AMENDMENT OF EMBREX, INC.
                                     Page 2

3.      All of the shares of common stock of the Corporation shall be deemed to
        have the par value set forth above, notwithstanding that the corporation
        has outstanding shares of common stock represented by stock certificates
        which state that such shares of common stock have no par value.

4.      Except as set forth herein, the amendment shall have no effect
        whatsoever on the corporation's Series A Participating Preferred Stock
        as described in the corporation's Articles of Amendment filed with the
        Secretary of State effective March 21, 1996, including with respect to
        the number of authorized shares of preferred stock designated as Series
        A Participating Preferred Stock.

5.      The amendment was adopted and approved by the shareholders of the
        corporation on May 16, 1996, and such shareholder approval was obtained
        as required by Chapter 55 of the North Carolina General Statutes.

6.      These articles will be effective upon filing.

    IN WITNESS WHEREOF, the corporation has caused this instrument to be duly
    executed as of the 28th day of May, 1996.


                                         EMBREX, INC.



                                         By:                       /s/

                                                            Randall L. Marcuson
                                                            President

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