CERTIFICATE OF AMENDMENT OF

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                           MILESTONE SCIENTIFIC, INC.

         (PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW)

                          ----------------------------


         It is hereby certified that:

         1.     The name of the corporation is Milestone Scientific Inc (the
                "Corporation").

         2.     The Certificate of Incorporation of the Corporation was
                filed by the Department of State on August 17, 1989 (under
                the name "U.S. Opportunity Search, Inc.") and subsequent
                amendments thereto were filed on July 13, 1995, December 6,
                1996 and, December 17, 1997.

         3.     The Certificate of Incorporation of the Corporation is
                hereby amended to increase the total number of shares of
                common stock and to add a new class of preferred stock,
                which the Corporation shall have authority to issue.

         4.     To accomplish the foregoing amendments, a Article FOURTH of
                the Certificate of Incorporation is amended to read in its
                entirety as follows:


                           "FOURTH: The total number of shares which this
                           corporation shall have authority to issue is
                           55,000,000 shares, consisting of (i) 50,000,000
                           shares of common stock, $.001 par value per share
                           (the "Common Stock") and (ii) 5,000,000 shares of
                           preferred stock, $.001 par value per share (the
                           "Preferred Stock"). The Board of Directors, in the
                           exercise of its discretion, is authorized to issue
                           the undesignated Preferred Stock in one or more
                           series, to determine the powers, preferences and
                           rights, and qualifications, limitations or
                           restrictions, granted to or imposed upon any wholly
                           unissued series of undesignated Preferred Stock, and
                           to fix the number of shares constituting any series
                           and the designation of such series, without any
                           further vote or action by the stockholders."






         5.     The Amendments herein certified have been duly adopted in
                accordance with the provisions of Section 242 of the
                Delaware General Corporation Law.

         6.     This Certificate of Amendment shall become effective upon
                the filing hereof in the Office of the Secretary of State of
                the State of Delaware.


Executed on this 24th day of July 2003




                                         /s/ Leonard Osser
                                         -----------------
                                         Leonard Osser
                                         President and Chief Executive Officer















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