Exhibit 3.2(a)
                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  NEOSTEM, INC.

      Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, NeoStem, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify as follows:

      1. The name of the Corporation is NeoStem, Inc. The date of filing of its
original Certificate of Incorporation with the Secretary of State of the State
of Delaware was September 18, 1980, under the name of Fidelity Medical Services,
Inc. The name of the Corporation was changed to Corniche Group Incorporated by
filing a Certificate of Amendment to the Certificate of Incorporation with the
Secretary of State of Delaware on September 28, 1995. The name of the
Corporation was changed to Phase III Medical Inc. by filing a Certificate of
Amendment to the Certificate of Incorporation with the Secretary of State of
Delaware on July 24, 2003. The name of the Corporation was changed to NeoStem,
Inc. by filing an Amended and Restated Certificate of Incorporation with the
Secretary of State of Delaware on August 29, 2006.

      2. The Board of Directors of the Corporation has duly adopted a resolution
pursuant to Section 242 of the General Corporation Law of the State of Delaware
setting forth a proposed amendment to the Amended and Restated Certificate of
Incorporation of the Corporation and declaring said amendment to be advisable.
The requisite stockholders of the Corporation have duly approved said proposed
amendment in accordance with Section 242 of the General Corporation Law of the
State of Delaware. The amendment amends the Amended and Restated Certificate of
Incorporation of the Corporation as follows:

Article FOURTH is hereby amended by adding a Section E which reads as follows:

         "1. Effective upon the filing of this Certificate of Amendment of the
Amended and Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware (the "Effective Time"), the shares of Common Stock issued
and outstanding immediately prior to the Effective Time and the shares of Common
Stock issued and held in the treasury of the Corporation immediately prior to
the Effective Time are reclassified into a smaller number of shares such that
each ten (10) shares of issued Common Stock immediately prior to the Effective
Time is reclassified into one (1) share of Common Stock. Notwithstanding the
immediately preceding sentence, no fractional shares shall be issued and, in
lieu thereof, any person who would otherwise be entitled to a fractional share
of Common Stock as a result of the reclassification shall be entitled to be
rounded up to the next whole share of Common Stock.



         2. Each stock certificate that, immediately prior to the Effective
Time, represented shares of Common Stock that were issued and outstanding
immediately prior to the Effective Time shall, from and after the Effective
Time, automatically and without the necessity of presenting the same for
exchange, represent that number of whole shares of Common Stock after the
Effective Time into which the shares of Common Stock formerly represented by
such certificate shall have been reclassified (as well as the right to receive a
whole share in lieu of a fractional share of Common Stock), provided, however,
that each person of record holding a certificate that represented shares of
Common Stock that were issued and outstanding immediately prior to the Effective
Time shall receive, upon surrender of such certificate, a new certificate
evidencing and representing the number of whole shares of Common Stock after the
Effective Time into which the shares of Common Stock formerly represented by
such certificate shall have been reclassified (including the right to receive a
whole share in lieu of a fractional share of Common Stock)."

      3. This Certificate of Amendment shall be effective August 9, 2007 at
10:00 a.m.


                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be signed by its President on this 8th day of
August, 2007.




                                                 By:    /s/Robin L. Smith
                                                 Name:  Robin L. Smith
                                                 Title: President