Exhibit 3.5



                        D & K HEALTHCARE RESOURCES, INC.
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


         D & K Healthcare Resources, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of said Corporation
duly called and held on January 22, 2002, resolutions were duly adopted setting
forth a proposed amendment to the Certificate of Incorporation of said
Corporation, declaring said amendment to be advisable and calling a meeting of
the stockholders of said Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

         RESOLVED, that the Board of Directors hereby amends the Certificate of
Incorporation of the Corporation as follows:

         Subparagraph (A) of Article FOURTH is hereby amended in its entirety to
read as follows:

         "A. CLASSES OF STOCK. This corporation is authorized to issue two
classes of stock designated respectively Common Stock ("Common") and Preferred
Stock ("Preferred"). The total number of shares of Common that this corporation
shall have authority to issue is twenty-five million (25,000,000) with a par
value of $.01 per share, and the total number of shares of Preferred that this
corporation shall have authority to issue is one million (1,000,000) with no par
value."

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the State of Delaware at which special meeting the necessary
number of shares as required by statute were voted in favor of the amendment.

         THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

         IN WITNESS WHEREOF, said D & K Healthcare Resources, Inc. has caused
this certificate to be signed by Leonard R. Benjamin, its Vice President,
General Counsel and Secretary, this 13th day of March, 2002.


                              By: /s/ Leonard R. Benjamin
                                  ----------------------------------------------
                                  Leonard R. Benjamin
                                  Vice President, General Counsel and Secretary