Exhibit 3.1

                          CELLEGY PHARMACEUTICALS, INC.
                           CERTIFICATE OF AMENDMENT OF
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

         K. Michael Forrest and A. Richard Juelis certify that:

         1.  They  are  the  Chief   Executive   Officer   and  the   Secretary,
respectively, of Cellegy Pharmaceuticals, Inc., a California corporation.

         2. Article III of the Amended and Restated Articles of Incorporation of
the corporation is amended to read in its entirety as follows:

                                   ARTICLE III

         The Corporation is authorized to issue two classes of stock which shall
         be  designated  common stock and preferred  stock.  The total number of
         shares of common stock that the  Corporation  is authorized to issue is
         35,000,000,  and the total number of shares of preferred stock that the
         Corporation is authorized to issue is 5,000,000.  The  Corporation  may
         issue  preferred  stock  from time to time in one or more  series.  The
         Board of Directors is hereby  authorized,  within the  limitations  and
         restrictions  stated in these Articles,  to fix the number of shares of
         any series of preferred  stock and to determine the  designation of any
         such  series  and  to  determine  or  alter  the  rights,  preferences,
         privileges  and  restrictions  granted  to or  imposed  upon any wholly
         unissued   series  of  preferred  stock  and,  within  the  limits  and
         restrictions  stated in any  resolution of the  Corporation's  Board of
         Directors  originally  fixing  the  number of shares  constituting  any
         series,  to increase or decrease (but not below the number of shares of
         such  series  then  outstanding)  the number of shares of any series of
         preferred stock subsequent to the issuance of shares of that series.

         3. The  foregoing  amendment  to the Amended and  Restated  Articles of
Incorporation  has been duly approved by a majority of the Board of Directors of
the corporation.

         4. The amendment to the Amended and Restated  Articles of Incorporation
has  been  duly  approved  by  the  required  vote  of the  shareholders  of the
corporation in accordance with Section 902 of the California  Corporations Code.
The only class or series of  outstanding  shares is Common Stock,  and the total
number of outstanding shares of Common Stock of the Corporation as of the record
date for voting on the foregoing  amendment was 17,304,976  shares. No shares of
Series A Preferred Stock are  outstanding.  The number of shares voting in favor
of the amendment  equaled or exceeded the number  required.  The percentage vote
required was more than 50% of the shares of Common Stock.




         We further declare under penalty of perjury under the laws of the State
of  California  that the  matters  set  forth in this  certificate  are true and
correct of our own knowledge.

         Date: July 30, 2002


                                                 /s/ K. Michael Forrest
                                                 -------------------------------
                                                 K. Michael Forrest
                                                 Chief Executive Officer


                                                 /s/ A. Richard Juelis
                                                 -------------------------------
                                                 A. Richard Juelis
                                                 Secretary


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