Exhibit 10.12

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            HUDSON TECHNOLOGIES, INC.

                Under Section 805 of the Business Corporation Law

The  undersigned,  being the  Chairman  and Chief  Executive  Officer  of HUDSON
TECHNOLOGIES, INC. (the "Corporation") hereby certifies:

1.   The name of the  Corporation  is HUDSON  TECHNOLOGIES,  INC.  It was formed
     under the name REFRIGERANT RECLAMATION INDUSTRIES, INC.

2.   The Certificate of Incorporation  was filed with the Department of State on
     January 11, 1991.

3.   On March 30, 1999, the Board of Directors of the  Corporation  duly adopted
     resolutions in order to designate  seventy-five thousand (75,000) shares of
     the  Corporation's  Series A  Convertible  Preferred  Stock (the  "Series A
     Preferred Stock").

4.   On February  15,  2001,  the Board of  Directors  of the  Corporation  duly
     authorized resolutions in order to increase the number of shares designated
     as Series A Preferred  Stock from  seventy  five  thousand  (75,000) to one
     hundred fifty thousand (150,000).

5.   On March 5, 2002, the Board of Directors of the Corporation duly authorized
     resolutions  in  order  to  amend  Section  5(d)(ii)  of the  Corporation's
     Certificate of Incorporation  relating to the adjustments to the Conversion
     Price of the Series A Preferred Stock

6.   The Certificate of Incorporation is amended as authorized by Section 801 of
     the  Business  Corporation  Law to change  the  provision  of the  Series A
     Preferred Stock relating to adjustment of the Conversion Price.

7.   To effectuate  the foregoing,  Section  5(d)(ii) is deleted in its entirety
     and a new Section  5(d)(ii) is hereby  inserted in lieu and instead thereof
     to read as follows:

               "(ii) Issuance of Additional  Shares of Stock. If the Corporation
          shall (except as hereinafter provided) issue or sell Additional Shares
          of Stock in exchange  for  consideration  in an amount per  Additional
          Share of Stock less than the  Conversion  Price in effect  immediately
          prior to such issuance or sale of Additional Shares of Stock, then the
          Conversion  Price as to the  Common  Stock  into  which  the  Series A
          Preferred  Stock is convertible  immediately  prior to such adjustment
          shall be  adjusted to equal the higher of (a) the  consideration  paid
          per  Additional  Share of Stock or (b) $1.78.  The  provisions of this
          Section 5(d)(ii) shall not apply to any issuance of Additional  Shares
          of Common  Stock for which an  adjustment  is provided  under  Section
          5(d)(i)  or which  are  dividends  or  distributions  received  by the
          holders of the  Series A  Preferred  Stock  pursuant  to Section  2(b)
          hereof."


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8.   The amendment of the  Certificate  of  Incorporation  was authorized by the
     unanimous  vote of the  members of the Board of  Directors  taken at a duly
     authorized  meeting of the Board of Directors and by the unanimous  written
     consent,  setting forth the action taken, signed by all of the shareholders
     entitled to vote thereon.

     IN WITNESS WHEREOF,  I have hereunto executed this Certificate of Amendment
and do affirm the foregoing as true under the penalties of perjury this 20th day
of March , 2002.

                                                  By: /s/Kevin J. Zugibe
                                                         ---------------
                                                      Kevin J. Zugibe,
                                                      Chairman of the Board and
                                                      Chief Executive Officer


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                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            HUDSON TECHNOLOGIES, INC.

                Under Section 805 of the Business Corporation Law


                        BLANK ROME TENZER GREENBLATT LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174


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