EXHIBIT 3.1

                 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
                                    BYLAWS OF
                         NORTHWEST BIOTHERAPEUTICS, INC.

Sections 2.9, 2.10 and 2.14 of the Second Amended and Restated Bylaws of
Northwest Biotherapeutics, Inc. are amended to read in their entirety as
follows:

         SECTION 2.9 PROXIES. Each stockholder entitled to vote at a meeting of
         stockholders or to express consent or dissent to corporate action in
         writing without a meeting may authorize another person or persons to
         act for such stockholder by proxy authorized by an instrument in
         writing or by a transmission permitted by law filed in accordance with
         the procedure established for the meeting, but no such proxy shall be
         voted or acted upon after three years from its date, unless the proxy
         provides for a longer period. The revocability of a proxy that states
         on its face that it is irrevocable shall be governed by the provisions
         of Section 212 of the DGCL.

         SECTION 2.10 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
         CONSENTS. In order that the Company may determine the stockholders
         entitled to notice of or to vote at any meeting of stockholders or any
         adjournment thereof, or entitled to express consent to corporate action
         in writing without a meeting, or entitled to receive payment of any
         dividend or other distribution or allotment of any rights, or entitled
         to exercise any rights in respect of any change, conversion or exchange
         of stock or for the purposes of any other lawful action, the Board of
         Directors may fix a record date, which record date shall not precede
         the date upon which the resolution fixing the record date is adopted by
         the Board of Directors and which record date:

                  (i) in the case of determination of stockholders entitled to
         notice of or to vote at any meeting of stockholders or adjournment
         thereof, shall, unless otherwise required by law, not be more than
         sixty nor less than ten days before the date of such meeting;

                  (ii) in the case of determination of stockholders entitled to
         express consent to corporate action in writing without a meeting, shall
         not be more than ten days after the date upon which the resolution
         fixing the record date is adopted by the Board of Directors; and

                  (iii) in the case of determination of stockholders for any
         other action, shall not be more than sixty days prior to such other
         action.

                  If no record date is fixed by the Board of Directors:

                  (i) the record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day next

                                        1



         preceding the day on which notice is given, or, if notice is waived, at
         the close of business on the day next preceding the day on which the
         meeting is held;

                  (ii) the record date for determining stockholders entitled to
         express consent to corporate action in writing without a meeting when
         no prior action of the Board of Directors is required by law, shall be
         the first date on which a signed written consent setting forth the
         action taken or proposed to be taken is delivered to the Company in
         accordance with applicable law, or if prior action by the Board of
         Directors is required by law, shall be at the close of business on the
         day on which the Board of Directors adopts the resolution taking such
         prior action; and

                  (iii) the record date for determining stockholders for any
         other purposes shall be at the close of business on the day on which
         the Board of Directors adopts the resolution relating thereto.

                  A determination of stockholders of record entitled to notice
         of or to vote at a meeting of stockholders shall apply to any
         adjournment of the meeting; provided, however, that the Board of
         Directors may fix a new record date for the adjourned meeting.

         SECTION 2.14 ACTION WITHOUT MEETING. Unless otherwise provided in the
         certificate of incorporation, any action required by the DGCL to be
         taken at any annual or special meeting of stockholders of a
         corporation, or any action which may be taken at any annual or special
         meeting of such stockholders, may be taken without a meeting, without
         prior notice, and without a vote, if a consent or consents in writing,
         setting forth the action so taken, shall be signed by the holders of
         outstanding stock having not less than the minimum number of votes that
         would be necessary to authorize or take such action at a meeting at
         which all shares entitled to vote thereon were present and voted.
         Prompt notice of the taking of the corporate action without a meeting
         by less than unanimous written consent shall be given to those
         stockholders who have not consented in writing and who, if the action
         had been taken at a meeting, would have been entitled to notice of the
         meeting if the record date for such meeting had been the date that
         written consents signed by a sufficient number of holders to take the
         action were delivered to the Company as provided in Section 228 of the
         DGCL. In the event that the action which is consented to is such as
         would have required the filing of a certificate under any provision of
         the DGCL, if such action had been voted on by stockholders at a meeting
         thereof, the certificate filed under such provision shall state, in
         lieu of any statement required by such provision concerning any vote of
         stockholders, that written consent has been given in accordance with
         Section 228 of the DGCL.

                                        2



                            CERTIFICATE OF SECRETARY

I, Alton L. Boynton, the duly appointed Secretary of Northwest Biotherapeutics,
Inc. hereby certify that the foregoing First Amendment to Second Amended and
Restated Bylaws of Northwest Biotherapeutics, Inc. constitutes the amendment as
adopted by the Board of Directors on April 25, 2006.

                                        -------------------------------
                                        Alton L. Boynton, Secretary

                                       3