EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           VICTORIA ENTERPRISES, INC.

      The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:

      FIRST: The name of the corporation is: VICTORIA ENTERPRISES, INC.

      SECOND: The corporation hereby amends its Certificate of Incorporation as
follows:

      Paragraph FIRST of the Certificate of Incorporation, relating to the
corporate title of the corporation, is hereby amended to read as follows:

      "FIRST: The name of the corporation is: BIOQUEST, INC."

      THIRD: The amendment effected herein was authorized by the consent in
writing, setting forth the action so taken, signed by the holders of at least a
majority of the outstanding shares entitled to vote thereon, and due notice so
taken has been given to those shareholders who have not consented in writing
pursuant to Sections 222 and 242 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 31st day of November,
1996.


                                                        /s/  Robert Knight
                                                        ------------------------
                                                        Robert Knight, President