Exhibit 4.5

                                AMENDMENT TO THE
                           CERTIFICATE OF DESIGNATION

                                       of
                         SERIES A JUNIOR PARTICIPATING
                                PREFERRED STOCK
                                       of
                           NPS Pharmaceuticals, Inc.

       (Pursuant to Section 151 of the Delaware General Corporation Law)

  NPS Pharmaceuticals, Inc. a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), hereby
certifies that the following resolution was adopted by the Board of Directors
of the Corporation as required by Section 151 of the General Corporation Law at
a meeting duly called and held on September 5, 2000.

    RESOLVED, that pursuant to the authority granted to and vested in the
  Board of Directors of the Company in accordance with the provisions of its
  Amended and Restated Certificate of Incorporation, the Certificate of
  Designation of Series A Junior Participating Preferred Shares dated
  December 16, 1996 (the "Certificate"), and the provisions of Section 151 of
  the General Corporation Law of the State of Delaware, the Board of
  Directors hereby amends the Certificate as follows:

    Section 1 of the Certificate is amended to increase the number of
  designated shares from Two Hundred Thousand (200,000) to Three Hundred
  Fifty Thousand (350,000).

    RESOLVED, FURTHER, that the proper officers of the company be, and they
  hereby are, authorized and directed to execute, deliver and cause to be
  filed, all documents, instruments, certificates and filings as shall be
  necessary or appropriate under the General Corporation Law of the State of
  Delaware to effect the amendment of the Certificate as set forth in the
  preceding resolution.

  IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
September 5, 2000.

/s/ James U. Jensen                       /s/ Robert K. Merrell
_____________________________________     _____________________________________
James U. Jensen                           Robert K. Merrell,
Secretary                                 Vice President