CERT. OF AMEND. OF CERT. OF INC. OF ACCESS PHARM. INC.

EXHIBIT 3.7

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



Access Pharmaceuticals, Inc. (the "Corporation"), a Delaware
corporation, 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, Section A of the
Corporation's Certificate of Incorporation, as amended, be amended to read
in its entirety as follows; and that such Article V, Section A of the
Corporation's Certificate of Incorporation, as amended, be amended to read
in its entirety as follows:

A. The aggregate number of shares of common stock which the
Corporation shall have authority to issue is Sixty Million (60,000,000) shares
with a par value of four cents ($0.04) per share.

SECOND: That thereafter, pursuant to resolution of the Board of
Directors, 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 capital of the Corporation shall not be reduced
under or by reason of said amendment.

FIFTH: That the effective date of this amendment shall be July 18,
1996.

IN WITNESS WHEREOF, Access Pharmaceuticals, Inc. has caused this
Certificate to be executed by John J. Concannon III, its Assistant Secretary,
this 18th day of July, 1996.



By: /s/ John J. Concannon III
-----------------------------
John J. Concannon III
Assistant Secretary