SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

                        SECOND AMENDMENT
                               TO
                    STOCK PURCHASE AGREEMENT



     SECOND AMENDMENT to the Stock Purchase Agreement dated as of
March 26, 1996, as amended effective June 28, 1996 (the "Stock
Purchase Agreement"), by and between Xxxxxx X. Xxxxxxx and Health-
Chem Corporation, a Delaware corporation ("Health-Chem").

     WHEREAS, the parties hereto have entered into the Stock
Purchase Agreement and an amendment thereto; and

     WHEREAS, the registered subscription rights offering to
stockholders (the "Offering") contemplated by the Stock Purchase
Agreement was completed on September 16, 1996, pursuant to which
subscriptions were received for 952,520 of the total of 1,269,926
shares available for subscription under the Offering which were
subject to either the 1991 Option or the 1994 Option (the "Option
Agreements") referenced in the Stock Purchase Agreement; and

     WHEREAS, Xxxxxx X. Xxxxxxx has offered to waive his rights
under Section 5 of the Stock Purchase Agreement, which provided for
the termination of the repurchase option of Health-Chem as to
unsubscribed for shares, and Xx. Xxxxxxx is willing to amend the
Stock Purchase Agreement such that the 317,406 shares unsubscribed
for in the Offering will continue to be subject to the 1991 Option
or the 1994 Option in proportion to the number of shares originally
subject to the respective options; and

     WHEREAS, the parties have therefore agreed to further amend
the Stock Purchase Agreement as provided herein.

     NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:

     1.   The Stock Purchase Agreement is hereby amended by
deleting the original Section 5 in its entirety and inserting the
following in place thereof:

          "5.  Continuation of Option Agreements.  Immediately
     following the Expiration Date, each of the Option Agreements
     shall survive, but only to the extent of unsubscribed for
     shares in the following amounts:

          (a)  215,028 shares shall remain subject to the 1991
          Option Agreement; and

          (b)  102,378 shares shall remain subject to the 1994
          Option Agreement."




     2.   All of the terms, conditions and provisions of the Stock
Purchase Agreement are hereby ratified and confirmed in their
entirety.

     IN WITNESS WHEREOF, the parties hereby have caused this Second
Amendment to the Stock Purchase Agreement to be executed as of
September 17, 1996.


                                   HEALTH-CHEM CORPORATION


                                   By: /s/ Xxxxx X. Xxxxxxx
                                   Its:  Vice President           


                                   /s/ Xxxxxx X. Xxxxxxx 
                                                                  
                                   Xxxxxx X. Xxxxxxx