**Exhibit
      3.4**





New
      York State


Department
      of State


Division
      of Corporations, State Records


and
      Uniform Commercial Code


41
      State Street


Albany,
      NY 12231


www.dos.state.ny.us




**CERTIFICATE
      OF AMENDMENT**


**OF
      THE**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**ALLIANCE
      PHARMACEUTICAL CORP.**




Under
      Section 805 of the Business Corporation Law




FIRST:
      The name of the corporation is: Alliance Pharmaceutical Corp. The name under
      which the Corporation was formed is: Otisville Biologics Inc.





SECOND:
      The date of filing of the Certificate of Incorporation with the Department
      of
      State was: February 23, 1983. The Certificate of Incorporation was first
      restated and the Restated Certificate was filed on November 10, 1993. The
      Certificate of Incorporation was restated for a second time and the Restated
      Certificate was filed on May 7, 2001. The Certificate of Incorporation was
      amended and the Certificate of Amendment was filed on October 18,
      2001.





THIRD:
      The amendment effected by this Certificate of Amendment is as follows: The
      third
      paragraph of Section 4 of the Certificate of Incorporation is amended to
      increase the total number of shares of Common Stock, par value $.01 per share,
      that the Corporation is authorized to issue from 130,000,000 shares to
      155,000,000 shares, an increase of 25,000,000 shares. Prior to this Certificate
      of Amendment, the Corporation was authorized to issue 130,000,000 shares of
      stock, of which 125,000,000 shares were designated Common Stock, par value
      $.01
      per share, and 5,000,000 shares were designated Preferred Stock, par value
      $.01
      per share. Pursuant to this Certificate of Amendment, the Corporation will
      be
      authorized to issue 155,000,000 shares of stock, of which 150,000,000 shares
      will be designated Common Stock, par value $.01 per share, and 5,000,000 shares
      will be designated Preferred Stock, par value $.01 per share. Except for the
      increase in the number of shares of Common Stock, par value $.01 per share,
      that
      the Corporation is authorized to issue, the Corporation’s Common Stock, par
      value $.01 per share, will not be affected in any manner. The 5,000,000 shares
      of Preferred Stock, par value $.01 per share, that the Corporation is authorized
      to issue will not be affected by such amendment.





FOURTH:
      To accomplish the foregoing amendment, the third paragraph of Section 4 of
      the
      Corporation’s Certificate of Incorporation, as amended, is hereby amended to
      read as follows:





The
      total
      number of shares of stock which the Corporation is authorized to issue is
      155,000,000 of which 150,000,000 shares shall be designated Common Stock, $.01
      par value per share, and 5,000,000 shares shall be designated Preferred Stock,
      $.01 par value per share. The relative rights, preferences and limitations
      of
      the shares of each class are as follows:









The
      remainder of Section 4 shall remain unchanged.





FIFTH:
      The certificate of amendment was authorized by: [ *Check
      the appropriate box* ]





þ The
      vote
      of the board of directors followed by a vote of a majority of all outstanding
      shares entitled to vote thereon at a meeting of shareholders.




o The
      vote
      of the board of directors followed by the unanimous written consent of the
      holders of all outstanding shares.




IN
      WITNESS WHEREOF, I have subscribed this document on the date set opposite my
      name below and do hereby affirm, under the penalties of perjury, that the
      statements contained therein have been examined and are true and
      correct.


Date: December
              11, 2006
            
            /s/ B. Jack
                DeFrancoName: B. Jack DeFrancoTitle:
              President and Chief Operating Officer






CERTIFICATE
      OF AMENDMENT




OF
      THE




CERTIFICATE
      OF INCORPORATION




OF




ALLIANCE
      PHARMACEUTICAL CORP.




Under
      Section 805 of the Business Corporation Law






Filers
      Name: Alliance
      Pharmaceutical Corp.


Address: 4660
      La
      Jolla Village Drive, Suite 825


City,
      State and Zip Code:  San
      Diego, CA 92122




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