CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION
                                    OF
                        ACCESS PHARMACEUTICALS, INC.

Access Pharmaceuticals, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the directors of the Corporation, a resolution
was duly adopted setting forth a proposed amendment of the Certificate
of Incorporation of the Corporation, as previously amended, and declaring
such amendment to be advisable and calling a meeting of the
stockholders of the Corporation for consideration thereof.  The resolution
setting forth the proposed amendment is as follows:

RESOLVED:   That it is advisable that Article V of the Corporation's
Certificate of Incorporation, as amended, relating to the authorized shares
of stock of the Corporation be amended to read as follows:

A.  The aggregate number of shares of Common Stock which the
    Corporation shall have authority to issue is Fifty Million (50,000,000)
    shares with a par value of one cent ($0.01) per share.

B.  The aggregate number of shares of preferred stock which the
    Corporation shall have authority to issue is Two Million (2,000,000)
    shares with a par value of one cent ($0.01) per share in one or more
    series.  Each series of preferred stock shall be designated by the board of
    directors so as to distinguish the shares thereof and the shares of all
    other series and classes.  The board of directors may, by resolution, from
    time to time divide shares of the preferred stock into series and fix and
    determine the number of shares and the relative rights and preferences of
    any series so established, which relative rights and preferences of any
    series so established may be greater or lesser than those granted to the
    common stock as provided herein. Notwithstanding the foregoing, all
    shares of preferred stock shall be identical, except as to the following
    relative rights and preferences, in respect of any or all of which there may
    be variations between different series, namely the rate of dividends
    (including the date from which dividends shall be cumulative), the price
    at, and the terms and conditions on which, shares may be redeemed, the
    amounts payable on shares in the event of voluntary or involuntary


    liquidation or dissolution, sinking fund provisions for the redemption or
    purchase of shares in the event shares of any series or issue with sinking
    fund provisions, and the terms and conditions on which shares of any
    series may be converted in the event shares of any series are issued a
    privilege of conversion.  Each share of any series of preferred stock shall
    be identical with all the shares of such series.  The consideration for the
    issuance of shares may be paid in whole or in part in money and other
    property, tangible or intangible, or in labor or in services actually
    performed for the Corporation.  When payment of the consideration for
    which shares are to be issued has been received or, when payment of the
    capital consideration has been received and the Corporation has received
    a binding obligation from the purchaser to pay the balance of the
    purchase price; such shares shall be deemed to be fully paid and not liable
    for any further call or assessment thereon.

C.  Each stockholder of record of the common stock shall have one vote
    for each share of stock standing in his name on the books of the
    Corporation and entitled to vote. In the election of directors, cumulative
    voting shall be allowed. The voting rights, if any, of the shareholders of
    any series, if any, of preferred stock, shall be designated, by resolution,
    of the board of directors.

D.  Stockholders of the common or preferred stock, regardless of the
    series of the preferred stock shall not have the preemptive right to acquire
    unissued or treasury shares or securities convertible into such shares or
    carrying a right to subscribe to or acquire shares. Such provision shall
    apply to both shares outstanding and to newly issued shares.

SECOND:  That thereafter, pursuant to resolution of the board of directors
of the Corporation, a meeting of the stockholders of the Corporation was
duly called and held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by the General Corporation Law
of the State of Delaware voted in favor of the amendment.

THIRD:  That such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH:  That the effective date of this amendment shall be July 31, 2000.


IN WITNESS WHEREOF, Access Pharmaceuticals, Inc. has caused this
certificate to be signed by John J. Concannon III, its Secretary, this 31st
day of July, 2000.


                              ACCESS PHARMACEUTICALS, INC.

                              BY: /s/ John J. Concannon III
                                  -------------------------
                                  John J. Concannon III
                                  Secretary