EXHIBIT 3(i)


                           MATERIAL TECHNOLOGIES, INC.
                            (A Delaware corporation)

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                          ----------------------------


     Material  Technologies,  Inc., (the "Corporation"), a Delaware corporation,

     DOES  HEREBY  CERTIFY:

FIRST:     That  the  Corporation's  Board  of  Directors  adopted  by unanimous
written consent, a corporate resolution proposing the following amendment to the
Corporation's  Certificate of Incorporation and declaring these amendments to be
advisable:

NOW,  THEREFORE,  BE  IT  RESOLVED,  that  Article  4(a)  of  this Corporation's
Certificate  of  Incorporation  shall  be  amended  in  it's entirety to read as
follows:

     (a).     Two  hundred  million  (200,000,000) shares of stock designated as
"Common  Stock",  par value $.001 per share, of which 300,000 thousand (300,000)
shares  of  stock shall be designated as "Class B Common Stock", par value $.001
per  share.  The  holders  of  Common  Stock  shall  be entitled to receive such
dividends  out  of  the  funds  or  assets  of the Corporation legally available
therefore as, from time to time, the Board of Directors may declare. The holders
of  Class B Common Stock shall not be entitled to receive dividends. The holders
of  Common  Stock and the holders of Class B Common Stock shall vote as a single
class  on  all  matters  submitted to a vote of stockholders, with each share of
Common  Stock  entitled  to  one (1) vote and each share of Class B Common Stock
entitled  to one thousand (1,000) votes. In all other respects, the Common Stock
and  the  Class  B  Common  Stock  shall  be  identical.

RESOLVED  FURTHER,  that  the  Directors  of  the Corporation are authorized and
directed to take any and all actions necessary and in accord with applicable law
to  implement  the  resolutions  relating  to  amending  the  Certificate  of
Incorporation  as  set  out  above  and  delegate  reasonable  authority  to the
Corporation's officers to implement those actions including, but not limited to,
the  filing  of  any  certificates  or  other  instruments.

SECOND:     That,  in accordance with Section 228 of the General Corporation Law
of  Delaware and in lieu of a meeting and vote of stockholders, the stockholders
holding  a  majority  of  the votes of this corporation have given their written
consents  to  this  amendment.

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



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     IN  WITNESS  WHEREOF,  said  Corporation  has caused this Certificate to be
signed  by  Robert  M. Bernstein, its Chief Executive Officer and President, and
attested  by Amy Grantowitz, its Assistant Corporate Secretary, on this 20th day
of  November,  2002.


                                   MATERIAL  TECHNOLOGIES,  INC.


                                   By: /s/   Robert  M.  Bernstein
                                       _____________________________
                                        Robert  M.  Bernstein,  Chief  Executive
                                        Officer  and  President

                                   ATTEST:


                                   By:  /s/   Amy  Grantowitz
                                         _____________________________
                                         Amy  Grantowitz,  Assistant  Secretary



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