EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           ENZON PHARMACEUTICALS, INC.

         The undersigned, Jeffrey H. Buchalter, being the President and Chief
Executive Officer of Enzon Pharmaceuticals, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:

     FIRST:  The  present  name  of  the  corporation  (hereinafter  called  the
"Corporation") is Enzon Pharmaceuticals, Inc.

     SECOND: The name under which the corporation was originally incorporated is
Enzon, Inc. and the date of filing the original  certificate of incorporation of
the Corporation  with the Secretary of State of the State of Delaware is May 11,
1983.

     THIRD: This Amended and Restated Certificate of Incorporation has been duly
adopted by the Corporation's Board of Directors and stockholders pursuant to the
provisions of Sections 242 and 245 of the General  Corporation  Law of the State
of Delaware in the form set forth as follows:

     1. NAME. The name of the corporation is Enzon Pharmaceuticals, Inc.

     2. ADDRESS;  REGISTERED AGENT. The  Corporation's  registered office in the
State of Delaware is located at  Corporation  Trust Center,  1209 Orange Street,
City of Wilmington, County of New Castle and the name of its registered agent at
such address is The Corporation Trust Company.

     3.  PURPOSE.  The nature of the  business  and  purposes to be conducted or
promoted by the  Corporation  are to engage in,  carry on and conduct any lawful
act or  activity  for which  corporations  may be  organized  under the  General
Corporation Law of Delaware.

     4. NUMBER OF SHARES.  (A) The total number of shares of capital stock which
the Corporation  shall have authority to issue is 173,000,000  shares,  of which
170,000,000  shares  shall be  Common  Stock,  par  value  $.01 per  share,  and
3,000,000 shares shall be Preferred Stock, par value $.01 per share.

     (B) The  Preferred  Stock  may be  issued  from time to time in one or more
series. The Board of Directors of the Corporation is hereby expressly authorized
to provide,  by resolution or resolutions  duly adopted by it prior to issuance,
for the creation of each such series and to fix the  designation and the powers,
preferences,  rights,  qualifications,  limitations and restrictions relating to
the shares of each such series.  The  authority  of the Board of Directors  with
respect to each series of Preferred Stock shall include,  but not be limited to,
determining the following:



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     (a) the designation of such series, the number of shares to constitute such
series and the stated value thereof if different from the par value thereof;

     (b) whether the shares of such series shall have voting rights, in addition
to any voting  rights  provided  by law,  and,  if so, the terms of such  voting
rights, which may be general or limited;

     (c) the  dividends,  if any,  payable  on such  series,  whether  any  such
dividends shall be cumulative,  and, if so, from what dates,  the conditions and
dates upon which such dividends shall be payable, and the preference or relation
which such dividends shall bear to the dividends  payable on any shares of stock
of any other class or any other series of Preferred Stock;

     (d) whether the shares of such series shall be subject to redemption by the
Corporation,  and,  if so,  the  times,  prices  and  other  conditions  of such
redemption;

     (e) the amount or amounts  payable upon shares of such series upon, and the
rights  of  the  holders  of  such  series  in,  the  voluntary  or  involuntary
liquidation,  dissolution or winding up, or upon any distribution of the assets,
of the Corporation;

     (f) whether the shares of such series shall be subject to the  operation of
a  retirement  or sinking fund and, if so, the extent to and manner in which any
such  retirement  or sinking fund shall be applied to the purchase or redemption
of the shares of such series for  retirement or other  corporation  purposes and
the terms and provisions relating to the operation thereof;

     (g)  whether  the  shares of such  series  shall be  convertible  into,  or
exchangeable  for,  shares  of stock of any other  class or any other  series of
Preferred  Stock or any other  securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or exchange;

     (h)  the  conditions  or  restrictions,   if  any,  upon  the  creation  of
indebtedness  of the  Corporation  or upon the  issue of any  additional  stock,
including  additional  shares of such series or of any other series of Preferred
Stock or of any other class; and

     (i) any other powers, preferences and relative, participating, optional and
other special rights,  and any  qualifications,  limitations  and  restrictions,
thereof.

     The powers,  preferences  and relative,  participating,  optional and other
special  rights  of each  series of  Preferred  Stock,  and the  qualifications,
limitations or  restrictions  thereof,  if any, may differ from those of any and
all  other  series at any time  outstanding.  All  shares  of any one  series of
Preferred Stock shall be identical in all respects with all other shares of such
series,  except  that  shares of any one series  issued at  different  times may
differ as to the dates from which dividends thereof shall be cumulative.

     Pursuant to the authority  conferred by this Article  Fourth upon the Board
of Directors  of the  Corporation,  the Board of  Directors  created a series of
Preferred  Stock  designated as Series B Preferred Stock by filing a Certificate
of Designations  of the Corporation  with the Secretary of State of the State of
Delaware  (the  "Secretary  of State") on May 22, 2002,  and the voting  powers,
designations, preferences and relative, participating, optional or other special
rights,  and the  qualifications,  limitations or restrictions  thereof,  of the
Corporation's  Series B  Preferred  Stock are set forth in Appendix A hereto and
are incorporated herein by reference.


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<PAGE>


     5. NAME AND ADDRESS OF  INCORPORATOR.  The name and mailing  address of the
incorporator is Dan Brecher, 260 Madison Avenue, New York, New York, 10016.

     6. ELECTION OF DIRECTORS.  Members of the Board of Directors may be elected
either by written ballot or by voice vote.

     7. ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board of Directors may
from time to time (after adoption by the undersigned of the original  by-laws of
the Corporation) make, alter or repeal the by-laws of the Corporation; provided,
that any by-laws  made,  amended or repealed  by the Board of  Directors  may be
amended or repealed,  and any by-laws may be made,  by the  stockholders  of the
Corporation.

     8.  COMPROMISES AND  ARRANGEMENTS.  Whenever a compromise or arrangement is
proposed  between the  Corporation and its creditors or any class of them and/or
between this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder  thereof or on
the  application  of any receiver or receivers  appointed  for this  Corporation
under the  provisions  of section 291 of Title 8 of the Delaware  Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  section  279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  Corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.

     9. NUMBER OF  DIRECTORS.  (A) The Board of Directors  shall  consist of not
less than three nor more than fifteen  directors,  the exact number of directors
to be determined from time to time by resolution  adopted by affirmative vote of
a majority of the whole Board of Directors,  and such exact number shall be four
until  otherwise  determined  by  resolution  adopted by  affirmative  vote of a
majority of the whole Board of  Directors.  As used in this  Article 9, the term
"whole Board" means the total number of directors,  which the Corporation  would
have if there  were no  vacancies.  The  Board of  Directors  shall  divide  the
directors into three classes and, when the number of directors is changed, shall
determine  the class or classes to which the  increased or  decreased  number of
directors  shall be  apportioned;  provided,  that no  decrease in the number of
directors shall affect the term of any director then in office.  Notwithstanding
the foregoing,  and except as otherwise required by law, whenever the holders of
any one or  more  series  of  Preferred  Stock  shall  have  the  right,  voting
separately as a class,  to elect one or more directors of the  Corporation,  the
terms of the director or directors  elected by such holders  shall expire at the
next succeeding annual meeting of stockholders.  The term of office of directors
elected at the 1986  Annual  Meeting of  Stockholders  held on January  20, 1987
shall be as follows:  the term of office of  directors  of the first class shall
expire at the first annual meeting of  stockholders  after their  election;  the
term of office of  directors  of the  second  class  shall  expire at the second
annual meeting of stockholders  after their election;  and the term of office of
directors  of the  third  class  shall  expire at the third  annual  meeting  of
stockholders after their election; and as to directors of each class, when their
respective  successors  are elected  and  qualified.  At each annual  meeting of
stockholders  subsequent to the 1986 Annual Meeting of  Stockholders,  directors
elected to succeed those whose terms are expiring shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders and when
their respective successors are elected and qualified.

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<PAGE>

     (B) Vacancies in the Board of Directors,  however caused, and newly created
directorships shall be filled solely by a majority vote of the directors then in
office,  whether or not a quorum,  and any  director so chosen shall hold office
for a term expiring at the annual meeting of  stockholders  at which the term of
the class to which the director has been chosen  expires and when the director's
successor is elected and qualified.

     (C) The affirmative  vote of the holders of not less than two-thirds of the
outstanding  voting shares of capital stock of the Corporation  entitled to vote
generally in the election of directors shall be required to amend, alter, change
or repeal,  or adopt any provisions  inconsistent with this Article 9, provided,
however,  that this paragraph shall not apply to, and such two-thirds vote shall
not be required for, any amendment,  alteration,  change,  repeal or adoption of
any inconsistent  provision  declared advisable by the Board of Directors by the
affirmative  vote of two-thirds of the Board and submitted to  stockholders  for
their  consideration,  but only if a  majority  of the  members  of the Board of
Directors  acting  upon such  matter  shall be  Continuing  Directors.  The term
"Continuing  Director" shall mean a director who was a member of the Board as of
October 1, 1986.

     10. LIMITATION OF DIRECTORS' LIABILITY;  INDEMNIFICATION. A director of the
Corporation   shall  not  be  personally   liable  to  the  Corporation  or  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the  Delaware  General  Corporation  Law,  as the same exists or
hereafter may be amended,  or (iv) for any  transaction  from which the director
derived an improper  personal benefit.  If the Delaware General  Corporation Law
hereafter is amended to authorize the further  elimination  or limitation of the
liability of directors, then the liability of a director of the Corporation,  in
addition to the  limitation  on personal  liability  provided  herein,  shall be
limited  to the  fullest  extent  permitted  by  the  amended  Delaware  General
Corporation   Law.  Any  repeal  or   modification  of  this  paragraph  by  the
stockholders  of the  Corporation  shall be  prospective  only,  and  shall  not
adversely  affect any limitation on the personal  liability of a director of the
corporation existing at the time of such repeal or modification.

                          (SIGNATURE ON FOLLOWING PAGE)


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<PAGE>

     I,  Jeffrey H.  Buchalter,  President  and Chief  Executive  Officer of the
Corporation,  for the  purpose  of  amending  and  restating  the  Corporation's
Certificate of Incorporation  pursuant to the Delaware General  Corporation Law,
do make this certificate,  hereby declaring and certifying that the facts stated
herein  are true and this is my act and deed on behalf of the  Corporation  this
18th day of May, 2006.

                            /S/ JEFFREY H. BUCHALTER
                            By:     Jeffrey H. Buchalter
                            Title:  President and Chief Executive Officer




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<PAGE>

               Appendix A to Restated Certificate of Incorporation

              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF


                            SERIES B PREFERRED STOCK

                                       OF

                                   ENZON, INC.

                         Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware

         Enzon, Inc. (the "Corporation"), a corporation organized and existing
under the laws of the State of Delaware, does hereby certify that, pursuant to
the authority conferred on the Board of Directors of the Corporation by the
Certificate of Incorporation, as amended, of the Corporation and in accordance
with Section 151 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation adopted the following resolution creating
the preferences and rights of its series of 600,000 shares of Preferred Stock,
no shares of which have been issued, designated as " Series B Preferred Stock."

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, as amended, a series of preferred stock of the
Corporation is hereby created and the designation and amount of such series and
the voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

     a)   DESIGNATION AND AMOUNT.  The shares of such series shall be designated
          as "Series B  Preferred  Stock"  (the "SERIES B PREFERRED  STOCK") and
          the number of shares  constituting  the Series B Preferred Stock shall
          be six  hundred  thousand  (600,000).  Such  number of  shares  may be
          increased  or  decreased  by  resolution  of the  Board of  Directors;
          provided, that no decrease shall reduce the number of shares of Series
          B  Preferred  Stock to a number  less than the  number of shares  then
          outstanding  plus the number of shares  reserved for issuance upon the
          exercise  of  outstanding  options,  rights  or  warrants  or upon the
          conversion of any  outstanding  securities  issued by the  Corporation
          convertible into Series B Preferred Stock.

     b)   DIVIDENDS AND DISTRIBUTIONS.

          (i)  Subject to the rights of the  holders of any shares of any series
               of  preferred  stock (or any  similar  stock)  ranking  prior and
               superior  to  the  Series  B  Preferred  Stock  with  respect  to
               dividends,  the holders of shares of Series B Preferred Stock, in
               preference  to the holders of Common  Stock,  par value $.01 (the
               "COMMON  STOCK"),  of the  Corporation,  and of any other  junior
               stock, shall be entitled to receive,  when, as and if declared by
               the Board of Directors  out of funds  legally  available  for the
               purpose,  quarterly dividends payable in cash on the first day of
               March, June,  September and December in each year (each such date
               being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"),
               commencing on the first Quarterly Dividend Payment Date after the
               first  issuance  of a share or  fraction  of a share of  Series B
               Preferred  Stock,  in an amount per share (rounded to the nearest
               cent)  equal to the  greater  of (a) $1.00 or (b)  subject to the
               provision for adjustment  hereinafter set forth,  1,000 times the
               aggregate per share amount of all cash dividends, and 1,000 times
               the aggregate per share amount  (payable in kind) of all non-cash
               dividends or other  distributions,  other than a dividend payable
               in shares of Common  Stock or a  subdivision  of the  outstanding
               shares  of  Common  Stock  (by  reclassification  or  otherwise),
               declared  on the Common  Stock  since the  immediately  preceding
               Quarterly  Dividend  Payment  Date or, with  respect to the first
               Quarterly  Dividend Payment Date, since the first issuance of any
               share or fraction of a share of Series B Preferred  Stock. In the
               event  the  Corporation  shall at any time  after  June 3,  2002,
               declare or pay any dividend on the Common Stock payable in shares
               of  Common  Stock,  or effect a  subdivision  or  combination  or
               consolidation  of the  outstanding  shares  of  Common  Stock (by
               reclassification or otherwise) into a greater or lesser number of
               shares of  Common  Stock,  then in each  such case the  amount to
               which holders of shares of Series B Preferred Stock were entitled
               immediately prior to such event under clause (b) of the preceding
               sentence  shall be  adjusted  by  multiplying  such  amount  by a
               fraction,  the  numerator  of which is the  number  of  shares of
               Common  Stock  outstanding  immediately  after such event and the
               denominator of which is the number of shares of Common Stock that

<PAGE>

               were outstanding immediately prior to such event.

          (ii) The  Corporation  shall declare a dividend or distribution on the
               Series B Preferred  Stock as provided  in  paragraph  (A) of this
               Section  immediately after it declares a dividend or distribution
               on the Common Stock  (other than a dividend  payable in shares of
               Common Stock or a subdivision of the  outstanding  Common Stock);
               provided  that,  in the event no dividend or  distribution  shall
               have been declared on the Common Stock during the period  between
               any  Quarterly  Dividend  Payment  Date and the  next  subsequent
               Quarterly Dividend Payment Date, a dividend of $1.00 per share on
               the Series B Preferred Stock shall  nevertheless be payable,  out
               of funds legally  available for such purpose,  on such subsequent
               Quarterly Dividend Payment Date.

          (iii) Dividends shall begin to accrue and be cumulative on outstanding
               shares of Series B Preferred  Stock from the  Quarterly  Dividend
               Payment  Date next  preceding  the date of issue of such  shares,
               unless  the date of issue of such  shares is prior to the  record
               date for the first Quarterly Dividend Payment Date, in which case
               dividends  on such shares  shall begin to accrue from the date of
               issue of such shares,  or unless the date of issue is a Quarterly
               Dividend  Payment Date or is a date after the record date for the
               determination  of holders of shares of Series B  Preferred  Stock
               entitled  to  receive  a  quarterly   dividend  and  before  such
               Quarterly  Dividend  Payment Date, in either of which events such
               dividends  shall  begin to  accrue  and be  cumulative  from such
               Quarterly  Dividend  Payment Date.  Accrued but unpaid  dividends
               shall not bear interest. Dividends paid on the shares of Series B
               Preferred  Stock in an amount less than the total  amount of such
               dividends at the time accrued and payable on such shares shall be
               allocated  pro  rata on a  share-by-share  basis  among  all such
               shares at the time outstanding.  The Board of Directors may fix a
               record date for the  determination of holders of shares of Series
               B Preferred  Stock  entitled to receive  payment of a dividend or
               distribution  declared  thereon,  which  record date shall be not
               more  than  60 days  prior  to the  date  fixed  for the  payment
               thereof.

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<PAGE>



     c) VOTING RIGHTS.  The holders of shares of Series B Preferred  Stock shall
have the following voting rights:

          (i)  Subject to the provision for  adjustment  hereinafter  set forth,
               each share of Series B Preferred  Stock shall  entitle the holder
               thereof to 1,000 votes on all matters  submitted to a vote of the
               stockholders  of the  Corporation.  In the event the  Corporation
               shall at any time after June 3, 2002, declare or pay any dividend
               on the Common Stock payable in shares of Common Stock,  or effect
               a subdivision or combination or  consolidation of the outstanding
               shares of Common Stock (by  reclassification or otherwise) into a
               greater or lesser number of shares of Common Stock,  then in each
               such  case the  number of votes  per  share to which  holders  of
               shares of Series B  Preferred  Stock  were  entitled  immediately
               prior to such event shall be adjusted by multiplying  such number
               by a fraction,  the numerator of which is the number of shares of
               Common  Stock  outstanding  immediately  after such event and the
               denominator of which is the number of shares of Common Stock that
               were outstanding immediately prior to such event.

          (ii) Except as otherwise  provided herein, in any other Certificate of
               Designation  creating a series of preferred  stock or any similar
               stock,  or by law,  the  holders of shares of Series B  Preferred
               Stock and the  holders  of  shares of Common  Stock and any other
               capital stock of the  Corporation  having  general  voting rights
               shall vote  together as one class on all matters  submitted  to a
               vote of stockholders of the Corporation.

          (iii) Except as set forth  herein,  or as  otherwise  provided by law,
               holders of Series B Preferred  Stock shall have no special voting
               rights and their  consent  shall not be  required  (except to the
               extent they are  entitled to vote with holders of Common Stock as
               set forth herein) for taking any corporate action.

     d) CERTAIN RESTRICTIONS.

          (i)  Whenever quarterly  dividends or other dividends or distributions
               payable on the Series B Preferred  Stock as provided in Section 2
               are in  arrears,  thereafter  and until all  accrued  and  unpaid
               dividends and distributions,  whether or not declared,  on shares
               of Series B Preferred Stock  outstanding  shall have been paid in
               full, the Corporation shall not:

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<PAGE>


               (1)  declare or pay dividends,  or make any other  distributions,
                    on  any  shares  of  stock  ranking  junior  (either  as  to
                    dividends or upon liquidation, dissolution or winding up) to
                    the Series B Preferred Stock;

               (2)  declare or pay dividends,  or make any other  distributions,
                    on any  shares of stock  ranking  on a parity  (either as to
                    dividends or upon  liquidation,  dissolution  or winding up)
                    with the Series B Preferred  Stock,  except  dividends  paid
                    ratably on the Series B Preferred  Stock and all such parity
                    stock  on which  dividends  are  payable  or in  arrears  in
                    proportion  to the total amounts to which the holders of all
                    such shares are then entitled;

               (3)  redeem or purchase or  otherwise  acquire for  consideration
                    shares of any stock ranking  junior  (either as to dividends
                    or  upon  liquidation,  dissolution  or  winding  up) to the
                    Series B Preferred Stock,  provided that the Corporation may
                    at any time redeem,  purchase or otherwise acquire shares of
                    any such junior stock in exchange for shares of any stock of
                    the  Corporation  ranking  junior (either as to dividends or
                    upon dissolution, liquidation or winding up) to the Series B
                    Preferred Stock; or

               (4)  redeem or purchase or  otherwise  acquire for  consideration
                    any  shares of Series B  Preferred  Stock,  or any shares of
                    stock ranking on a parity with the Series B Preferred Stock,
                    except in accordance  with a purchase  offer made in writing
                    or by publication  (as determined by the Board of Directors)
                    to all  holders of such  shares upon such terms as the Board
                    of Directors,  after  consideration of the respective annual
                    dividend rates and other relative  rights and preferences of
                    the respective  series and classes,  shall determine in good
                    faith will result in fair and equitable  treatment among the
                    respective series or classes.

          (ii) The   Corporation   shall  not  permit  any   subsidiary  of  the
               Corporation  to purchase or otherwise  acquire for  consideration
               any shares of stock of the  Corporation  unless  the  Corporation
               could,  under  paragraph  (A) of  this  Section  4,  purchase  or
               otherwise acquire such shares at such time and in such manner.

     e)   REACQUIRED SHARES. Any shares of Series B Preferred Stock purchased or
          otherwise  acquired by the Corporation in any manner  whatsoever shall
          be retired and cancelled promptly after the acquisition  thereof.  All
          such  shares  shall  upon their  cancellation  become  authorized  but
          unissued  shares of  preferred  stock and may be reissued as part of a
          new  series  of  preferred   stock  subject  to  the   conditions  and
          restrictions  on issuance  set forth  herein,  in the  Certificate  of
          Incorporation,  as amended, or in any other certificate of designation
          creating  a  series  of  preferred  stock or any  similar  stock or as
          otherwise required by law.

     f)   LIQUIDATION,   DISSOLUTION  OR  WINDING  UP.  Upon  any   liquidation,
          dissolution or winding up of the Corporation, no distribution shall be
          made (1) to the holders of shares of stock ranking  junior  (either as



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<PAGE>

          to dividends or upon  liquidation,  dissolution  or winding up) to the
          Series B Preferred Stock unless,  prior thereto, the holders of shares
          of Series B  Preferred  Stock shall have  received  the greater of (i)
          $1,000 per share, plus an amount equal to accrued and unpaid dividends
          and  distributions  thereon,  whether or not declared,  to the date of
          such payment,  or (ii) an aggregate  amount per share,  subject to the
          provision for adjustment  hereinafter set forth,  equal to 1,000 times
          the aggregate  amount to be distributed per share to holders of shares
          of Common Stock, or (2) to the holders of shares of stock ranking on a
          parity  (either as to dividends or upon  liquidation,  dissolution  or
          winding up) with the Series B Preferred  Stock,  except  distributions
          made ratably on the Series B Preferred Stock and all such parity stock
          in  proportion  to the total  amounts to which the holders of all such
          shares are entitled upon such liquidation,  dissolution or winding up.
          In the event the  Corporation  shall at any time  after  June 3, 2002,
          declare or pay any dividend on the Common  Stock  payable in shares of
          Common Stock, or effect a subdivision or combination or  consolidation
          of the  outstanding  shares of Common  Stock (by  reclassification  or
          otherwise)  into a greater or lesser number of shares of Common Stock,
          then in each such case the aggregate amount to which holders of shares
          of Series B Preferred  Stock were entitled  immediately  prior to such
          event under clause (1)(ii) of the preceding sentence shall be adjusted
          by multiplying such amount by a fraction the numerator of which is the
          number of shares of Common Stock  outstanding  immediately  after such
          event and the  denominator  of which is the number of shares of Common
          Stock that were outstanding immediately prior to such event.

     g)   CONSOLIDATION,  MERGER,  ETC. In case the Corporation shall enter into
          any consolidation,  merger,  combination or other transaction in which
          the shares of Common  Stock are  exchanged  for or changed  into other
          stock or securities,  cash and/or any other property, then in any such
          case each share of Series B Preferred  Stock shall at the same time be
          similarly  exchanged or changed  into an amount per share,  subject to
          the provision for  adjustment  hereinafter  set forth,  equal to 1,000
          times the aggregate amount of stock, securities, cash and/or any other
          property  (payable  in kind),  as the case may be,  into  which or for
          which each share of Common Stock is changed or exchanged. In the event
          the Corporation  shall at any time after June 3, 2002,  declare or pay
          any dividend on the Common Stock payable in shares of Common Stock, or
          effect  a  subdivision  or  combination   or   consolidation   of  the
          outstanding shares of Common Stock (by  reclassification or otherwise)
          into a greater  or lesser  number of shares of Common  Stock,  then in
          each such case the amount  set forth in the  preceding  sentence  with
          respect  to the  exchange  or change  of shares of Series B  Preferred
          Stock shall be adjusted by multiplying such amount by a fraction,  the
          numerator of which is the number of shares of Common Stock outstanding
          immediately  after  such  event  and the  denominator  of which is the
          number of shares of Common  Stock  that were  outstanding  immediately
          prior to such event.

     h)   NO  REDEMPTION.  The shares of Series B  Preferred  Stock shall not be
          redeemable.

                                       5
<PAGE>

     i)   RANK.  The Series B Preferred  Stock shall rank,  with  respect to the
          payment of dividends  and the  distribution  of assets,  junior to all
          series of any other class of the Corporation's preferred stock.

     j)   FRACTIONAL SHARES. Series B Preferred Stock may be issued in fractions
          of a share which  shall  entitle the  holder,  in  proportion  to such
          holder's  fractional  shares,  to receive  dividends,  participate  in
          distributions  and to have the benefit of all other  rights of holders
          of Series B Preferred Stock.

     k)   AMENDMENT.  The  Certificate  of  Incorporation,  as  amended  of  the
          Corporation  shall not be amended in any manner which would materially
          alter or change  the  powers,  preferences  or rights of the  Series B
          Preferred Stock so as to affect them adversely without the affirmative
          vote of the holders of at least  two-thirds of the outstanding  shares
          of Series B Preferred Stock, voting together as a single class.



<PAGE>



                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           ENZON PHARMACEUTICALS, INC.

                    -----------------------------------------

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


                  Enzon Pharmaceuticals, Inc., a Delaware corporation
(hereinafter called the "CORPORATION"), does hereby certify as follows:

                  FIRST: Article 9, Paragraphs A and B of the Corporation's
Amended and Restated Certificate of Incorporation are hereby amended to read in
their entirety as set forth below:

9. NUMBER OF DIRECTORS. (A) The Board of Directors shall consist of not less
than three nor more than fifteen directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the whole Board of Directors, and such exact number shall be four
until otherwise determined by resolution adopted by affirmative vote of a
majority of the whole Board of Directors. As used in this Article 9, the term
"whole Board" means the total number of directors, which the Corporation would
have if there were no vacancies. The Board of Directors shall not be classified.
From and after the 2010 Annual Meeting of Stockholders, directors shall be
elected at each annual meeting of stockholders for a one-year term expiring at
the next annual meeting of stockholders and until such director's successor is
elected and qualified, subject to such director's earlier death, resignation,
disqualification or removal; provided that no decrease in the number of
directors shall affect the term of any director then in office. Notwithstanding
the foregoing, and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall be governed by
the terms of this Amended and Restated Certificate of Incorporation (including
any certificate of designation relating to any series of Preferred Stock)
applicable thereto.

         (B) Unless otherwise required by law or this Amended and Restated
Certificate of Incorporation (including any certificate of designation relating
to any series of Preferred Stock), vacancies on the Board of Directors, however
caused, and newly created directorships shall be filled solely by a majority
vote of the directors then in office, whether or not a quorum, and any director
so chosen shall hold office until the next annual meeting of stockholders and
until such director's successor is elected and qualified.

                  SECOND: The foregoing amendments were duly adopted in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.

                            [EXECUTION PAGE FOLLOWS.]



<PAGE>



                  IN WITNESS WHEREOF, Enzon Pharmaceuticals, Inc. has caused
this Certificate to be duly executed in its corporate name this 13th day of
July, 2010.



                                     ENZON PHARMACEUTICALS, INC.


                                     By:  /s/ Ralph del Campo
                                         ---------------------------------------
                                          Name:    Ralph del Campo
                                          Title:   Principal Executive Officer






                  [Signature Page to Certificate of Amendment]