File No. 7442-1989

                           CERTIFICATE TO INCREASE THE
                         NUMBER OF AUTHORIZED SHARES OF
                             THE QUIGLEY CORPORATION



To:      The Secretary of State
         State of Nevada

         Pursuant  to the  provisions  of Section  78.207 of the Nevada  Revised
Statutes, the undersigned corporation does hereby certify:

         1. That prior to the filing of this  Certificate,  there are 25,000,000
shares of Common  Stock,  $.001  par  value  per share and  1,000,000  shares of
Preferred Stock (unclassified), $.01 par value per share authorized.

         2. That upon the filing of this  Certificate,  there will be 50,000,000
shares of Common  Stock,  $.0005  par  value per share and  1,000,000  shares of
Preferred Stock (unclassified), $.01 par value per share authorized.

         3. That  upon the  filing of this  Certificate,  each of the  shares of
Common Stock,  $.001 par value per share which are issued and outstanding on the
date of such filing shall  immediately  be split into two shares of Common Stock
having a par value of $.0005 per share.

         4.  That the  percentage  of  outstanding  shares  of  Common  Stock to
authorized shares of Common Stock shall be unaffected by such split.

         5.  That  the  changes  set  forth  in this  Certificate  shall  become
effective upon the filing of this Certificate.


Dated this 22nd day of April, 1997.

                                          THE QUIGLEY CORPORATION


                                          By:  /S/ GUY QUIGLEY
                                               -------------------------------
                                               GUY QUIGLEY, PRESIDENT

                                          By:  /S/ ERIC KAYTES
                                               -------------------------------
                                               ERIC KAYTES, SECRETARY



STATE OF PENSYLVANIA
                                    ) SS.:
COUNTY OF BUCKS                     )


On April 22, 1997 personally  appeared before me, a Notary Public in and for the
State  and  County  aforesaid,  Guy  Quigley,  and Eric  Kaytes,  President  and
Secretary of The Quigley  Corporation,  personally known to me to be the persons
whose names are subscribed to the above instrument in the said  capacities,  who
acknowledged that they executed the said instrument.



                                      /S/ JOAN M. CONDUIT
                                      --------------------------------------
                                              Notary Public


(Notary Stamp or Seal)



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