<DOCUMENT>
<TYPE>EX-3.6
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT
<TEXT>
<PAGE>

                           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, December 17, 1997 and July
          23, 2003.

     3.   The Certificate of Incorporation of the Corporation is hereby amended
          to effect a one-for-three reverse split of the Corporation's issued
          and outstanding and treasury shares of common stock, without changing
          the par value per share.

     4.   To accomplish the foregoing amendment, Article FOURTH of the
          Certificate of Incorporation is amended to include the following at
          the end of the existing provision:

            "Every 3 shares of the Corporation's common stock, par value $.001
            per share (the "Old Common Stock"), issued and outstanding or held
            in the treasury on the filing hereof, will be automatically
            converted into one share of common stock, par value $.001 per share,
            of the Corporation (the "New Common Stock").

            Notwithstanding the immediately preceding sentence, no fractional
            shares of New Common Stock shall be issued to the holders of record
            of Old Common Stock in connection with the foregoing reverse split
            of shares of Old Common Stock. In lieu thereof, the aggregate of all
            fractional shares otherwise issuable to the holders of record of Old
            Common Stock shall be issued to the Corporation's transfer agent, as
            agent for, the accounts of all holders of record of Old Common Stock
            otherwise entitled to have a fraction of a share issued to them. The
            sale of all of the fractional interests will be effected by the
            transfer agent as soon as practicable after the filing hereof on the
            basis of prevailing market prices of the New Common Stock at the
            time of sale. After such sale and upon the surrender of the
            stockholders' stock certificates, the transfer agent will pay to
            such holders of record their pro rata share of the net proceeds
            derived from the sale of the fractional interests.

            Each stock certificate that, immediately prior to the filing hereof,
            represented shares of Old Common Stock shall, from and after the
            filing

<PAGE>

            hereof, automatically and without the necessity of presenting the
            same for exchange, represent that number of whole shares of New
            Common Stock into which the shares of Old Common Stock represented
            by such certificate shall have been convertible (as well as the
            right to receive cash in lieu of any fractional shares of New Common
            Stock as set forth above), provided, however, that each holder of
            record of a certificate that represented shares of Old Common Stock
            shall receive, upon surrender of such certificate, a new certificate
            representing the number of whole shares of New Common Stock into
            which the shares of Old Common Stock represented by such certificate
            shall have been convertible, as well as any cash in lieu of
            fractional shares of New Common Stock to which such holder may be
            entitled pursuant to the immediately preceding paragraph."

     5.   This Amendment has 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 7th day of January, 2004



                                          -----------------
                                          Leonard Osser
                                          Chairman and Chief Executive Officer


</TEXT>
</DOCUMENT>
