<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>e16591ex_3.txt
<DESCRIPTION>AMENDMENT TO STOCKHOLDERS AGREEMENT
<TEXT>
                                                                  Execution Copy

                                  AMENDMENT TO

                             STOCKHOLDERS AGREEMENT

      AMENDMENT,  dated as of  December  26,  2003  (this  "Amendment"),  to the
Stockholders  Agreement,  dated  as of  November  30,  2000  (the  "Stockholders
Agreement"),  by and among PHIBRO ANIMAL HEALTH  CORPORATION  (formerly known as
Philipp  Brothers  Chemicals,  Inc.), a New York  partnership  (the  "Company"),
PALLADIUM  EQUITY PARTNERS II, L.P. a Delaware limited  partnership  ("PEP II"),
PALLADIUM  EQUITY  PARTNERS II-A,  L.P., a Delaware  limited  partnership  ("PEP
II-A"), and PALLADIUM EQUITY INVESTORS II, L.P., a Delaware limited  partnership
("PEI II" and together with PEP II and PEP II-A,  the "Investor  Stockholders"),
and Jack C. Bendheim  (together with the Company and the Investor  Stockholders,
the "Parties" and singularly a "Party").

      This  Amendment is executed and delivered in connection  with that certain
Purchase and Sale  Agreement,  dated as of December  26, 2003,  by and among the
Company,  Prince Mfg LLC, a Delaware  limited  liability  company  (the  "Prince
Stockholder"),  The Prince Manufacturing  Company, an Illinois corporation,  the
Investor  Stockholders,  and Prince Mineral Company,  Inc. The Parties desire to
amend the terms of the Stockholders Agreement as hereinafter set forth.

      Accordingly, the Parties hereby agree as follows:

      1. Defined  Terms.  Capitalized  terms not otherwise  defined herein shall
have the meanings ascribed to such terms in the Stockholders Agreement.

      2. Amendments to the Stockholders Agreement.

      2.1 Section 1.1 of the Stockholders Agreement is hereby amended to include
the following additional defined terms:

      "Bond  Offering"  means the sale of the  Units  consisting  of the  Senior
Secured Notes due 2007 to be issued by the Company and the Senior  Secured Notes
issued by Philipp Brothers Netherlands III BV described in the Offering Circular
dated October 10, 2003.

      "Palladium  Transactions"  means  the  transactions  contemplated  by  the
Purchase and Sale Agreement.

      "Purchase and Sale Agreement" means the Purchase and Sale Agreement, dated
as of December  26, 2003,  by and among the Company,  Prince Mfg LLC, a Delaware
limited  liability  company,  The  Prince  Manufacturing  Company,  an  Illinois
corporation, the Investor Stockholders, and Prince Mineral Company, Inc.

      "Senior Credit Facility" means the Loan and Security  Agreement,  dated as
of October 21, 2003, by and among the Company,  Phibro Animal Health U.S., Inc.,
Phibro Animal Health Holdings,  Inc., Prince  Agriproducts,  Inc.,  Phibro-Tech,
Inc.,  the lenders from time to time


<PAGE>

party thereto, and Wells Fargo Foothill, Inc., a California corporation,  as the
arranger and administrative agent for the Lenders, as amended by Amendment No. 1
thereto.

      2.2  Schedule  2.3 to the  Stockholders  Agreement  is hereby  amended  to
include  (a) the  Palladium  Transactions,  (b) the offer and sale of up to $105
million of senior  secured  notes due 2007  issued by the  Company  and  Philipp
Brothers  Netherlands  III BV pursuant to the Note  Offering and the  registered
senior secured notes contemplated to be issued in exchange therefor, and (c) the
Senior Credit Facility.

      2.3 Section  2.3(iv) of the  Stockholders  Agreement is hereby  amended to
insert  the  phrase  "(including  the Equity  Value  Amount  (as  defined in the
Restated  Certificate)"  after the phrase  "Series C Preferred  Stock" set forth
therein.

      2.4  Section  4.5 of the  Stockholders  Agreement  is  hereby  amended  by
deleting the figure  "$45,000,000"  therein and substituting for such figure the
figure "$15,200,000".

      3. No Other  Changes.  Except as  expressly  provided  herein,  no term or
provision  of  the  Stockholders   Agreement  shall  be  amended,   modified  or
supplemented,  and each term and  provision  of the  Stockholders  Agreement  is
hereby ratified and shall remain in full force and effect.

      4. Governing Law. The validity,  performance,  construction  and effect of
this  Amendment  shall be  governed  by and  construed  in  accordance  with the
internal laws of the State of New York,  without  giving effect to principles of
conflicts of law.

      5.  Counterparts.  This Amendment may be executed by the parties hereto in
any number of  separate  counterparts  (including  telecopier),  and all of said
counterparts taken together shall be deemed to constitute the same instrument.

                  [Remainder of page intentionally left blank]


                                      -2-
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed  this  Amendment as of the
date first written above.

                                    PHIBRO ANIMAL HEALTH CORPORATION

                                    By: /s/ Jack C. Bendheim
                                       -----------------------------------------
                                       Name:  Jack C. Bendheim
                                       Title: President

                                    PALLADIUM EQUITY PARTNERS II, L.P.

                                    By: PALLADIUM EQUITY PARTNERS II, L.L.C.

                                    By: /s/ Marcos Rodriguez
                                       -----------------------------------------
                                       Name:  Marcos Rodriguez
                                       Title: Managing Member

                                    PALLADIUM EQUITY PARTNERS II-A, L.P.

                                    By: PALLADIUM EQUITY PARTNERS II, L.L.C.

                                    By: /s/ Marcos Rodriguez
                                       -----------------------------------------
                                       Name:  Marcos Rodriguez
                                       Title: Managing Member

                                    PALLADIUM EQUITY INVESTORS II, L.P.

                                    By: PALLADIUM EQUITY PARTNERS II, L.L.C.

                                    By: /s/ Marcos Rodriguez
                                       -----------------------------------------
                                       Name:  Marcos Rodriguez
                                       Title: Managing Member

                                    STOCKHOLDER

                                    /s/ Jack C. Bendheim
                                    --------------------------------------------
                                    Jack C. Bendheim


</TEXT>
</DOCUMENT>
