Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          DISCOVERY LABORATORIES, INC.

                             Pursuant to Section 242
                         of the General Corporation Law
                            of the State of Delaware

Discovery  Laboratories,  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 Discovery Laboratories, Inc.

2.    The fourth  paragraph of the Restated  Certificate of Incorporation of the
      Corporation,  as heretofore amended, is amended to read in its entirety as
      follows:

      "FOURTH: Authorization.

      The total  number of shares of all classes of stock which the  Corporation
      shall have  authority  to issue is  85,000,000  consisting  of  80,000,000
      shares of common  stock,  par value $.001 per share (the "Common  Stock"),
      and 5,000,000  shares of preferred  stock,  par value $.001 per share (the
      "Preferred Stock").

      The Board of Directors may divide the  Preferred  Stock into any number of
      series,  fix the designation and number of shares of each such series, and
      determine or change the  designation,  relative rights,  preferences,  and
      limitations  of any  series of  Preferred  Stock.  The Board of  Directors
      (within  the  limits and  restrictions  of any  resolutions  adopted by it
      originally  fixing the  number of any  shares of any  series of  Preferred
      Stock) may increase or decrease the number of shares  initially  fixed for
      any series,  but no such decrease shall reduce the number below the number
      of shares then outstanding and shares duly reserved for issuance."

3.    The foregoing amendment was duly adopted in accordance with Section 242 of
      the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Discovery Laboratories,  Inc. has caused this Certificate of
Amendment to be signed this 28th day of May, 2004.

                                          DISCOVERY LABORATORIES, INC.

                                          By: /s/ Robert J. Capetola
                                              ----------------------------------
                                              Name: Robert J. Capetola, Ph.D.
                                              Title:   President and
                                                       Chief Executive Officer



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