8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported):   June 4, 2009

Palatin Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-15543	95-4078884
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	File Number)	identification number)

4C Cedar Brook Drive, Cranbury, NJ	08512
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (609) 495-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

        On June 4, 2009, we filed a certificate of elimination with the Secretary of State of the State of Delaware, effective immediately upon filing, to eliminate all references in Palatin's restated certificate of incorporation, as amended, to our Series B Convertible Preferred Stock and our Series C Convertible Preferred Stock. No shares of either series were outstanding and the board of directors had determined that no shares of either series would be issued in the future. The certificate of elimination had no effect on any other provisions of our restated certificate of incorporation, as amended, and no effect on any of our outstanding securities. A copy of the certificate of elimination is attached hereto as Exhibit 3.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

        (d) Exhibits:

3.1 Certificate of Elimination dated June 4, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PALATIN TECHNOLOGIES, INC.
Date: June 5, 2009	By:	/s/ Stephen T. Wills
		Stephen T. Wills, CPA, MST Executive Vice President - Operations and Chief Financial Officer

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EXHIBIT INDEX

3.1 Certificate of Elimination dated June 4, 2009

EX-3

CERTIFICATE OF ELIMINATION OF THE

SERIES B CONVERTIBLE PREFERRED STOCK

AND THE

SERIES C CONVERTIBLE PREFERRED STOCK

OF

PALATIN TECHNOLOGIES, INC.

        Palatin Technologies, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, certifies that on March 10, 2009, the Company’s Board of Directors adopted the following resolutions:

        RESOLVED that the Board of Directors determines that no previously issued shares of Series B Convertible Preferred Stock of the Company or Series C Convertible Preferred Stock of the Company remain outstanding, and that all previously outstanding shares of Series B Convertible Preferred Stock of the Company or Series C Convertible Preferred Stock have been converted to common stock of the Company; and

        RESOLVED that the Board of Directors determines that no further shares of Series B Convertible Preferred Stock or Series C Convertible Preferred Stock will be issued pursuant to either the Certificate of Designations for the Series B Convertible Preferred Stock or the Certificate of Designations for the Series C Convertible Preferred Stock; and

        RESOLVED that the Certificate of Designations for the Series B Convertible Preferred Stock and the Certificate of Designations for the Series C Convertible Preferred Stock should be eliminated from the restated certificate of incorporation, as amended by certificates of amendment filed on July 19, 1996, September 5, 1997 and May 4, 2005, of the Company (the “Restated Certificate of Incorporation”; and

        FURTHER RESOLVED that the executive officers of the Company are authorized and directed to execute, have acknowledged and file with the Secretary of State of the State of Delaware a certificate setting forth these resolutions, with the intent that pursuant to Section 151(g) of the Delaware General Corporation Law such certificate shall have the effect of eliminating from the Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designations for the Series B Convertible Preferred Stock and the Certificate of Designations for the Series C Convertible Preferred Stock.

        IN WITNESS WHEREOF, in accordance with the provisions of Sections 103(a)(2) and 103(b)(2) of the General Corporation Law of the State of Delaware, the Company executes and acknowledges this certificate on this 4th day of June, 2009.

PALATIN TECHNOLOGIES, INC.
By:	/s/ Stephen T. Wills
	Name:  Stephen T. Wills, CPA, MST Title:  Executive Vice President - Operations,          Chief Financial Officer and Secretary