EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        GENEREX BIOTECHNOLOGY CORPORATION


         Generex Biotechnology Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, adopted a
resolution proposing and declaring advisable the following amendment to the
Restated Certificate of Incorporation of said corporation:

         RESOLVED, that the Restated Certificate of Incorporation of Generex
         Biotechnology Corporation be amended by changing Article IV thereof so
         that, as amended, said Article shall be and read as follows:

         "ARTICLE IV: The aggregate number of shares of all classes of stock
         that this Corporation shall have the authority to issue is 151,000,000
         shares, consisting of (a) 150,000,000 shares of common stock, par value
         $.001 per share, and (b) 1,000,000 shares of preferred stock, par value
         $.001 per share. The preferred stock may be issued in one or more
         series and may have preferences as to dividends and to liquidation of
         the Corporation. The Board of Directors of the Corporation shall
         establish the specific rights, preferences, voting privileges and
         restrictions of such preferred stock, or any series thereof."

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held upon notice given in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 211(d) of the General Corporation
Law of the State of Delaware.

         IN WITNESS WHEREOF, said Generex Biotechnology Corporation has caused
this Certificate to be signed by Mark Fletcher, its Executive Vice President and
General Counsel on December , 2003.


                                GENEREX BIOTECHNOLOGY CORPORATION


                                By:  /s/ Mark Fletcher
                                   -------------------------------------------
                                     Mark Fletcher, Executive Vice President
                                     and General Counsel