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                                                                   Exhibit 3(c)

                               CERTIFICATE OF AMENDMENT

                                          OF

                             CERTIFICATE OF INCORPORATION

                                          OF

                            ALLIANCE PHARMACEUTICAL CORP.


                  Under Section 805 of the Business Corporation Law


    We, the undersigned, Duane Roth and Theodore Roth, being respectively the
President and the Secretary of Alliance Pharmaceutical Corp., hereby certify:

    1.   The name of the corporation is Alliance Pharmaceutical Corp.
(hereinafter called the "Corporation").  The name under which the Corporation
was formed is Otisville Biologics, Inc.

    2.   The Certificate of Incorporation was filed in the office of the
Secretary of State on the 23rd day of February, 1983.

    3.   The Certificate of Incorporation of the Corporation was first restated
and the Restated Certificate was filed on November 10, 1993.

    4.   The Certificate of Incorporation of the Company, as amended
heretofore, is further amended by the addition of the following provisions that
designate the relative rights, preferences, and limitations of 500,000 shares of
the authorized 5,000,000 shares of preferred stock, $.01 par value, which
provisions establish an additional series of preferred stock of the Company
designated as "Series D Preferred Stock."

    5.   A new Section (e) is added to Article 4 thereof, which Section (e) 
reads in its entirety as follows:

    (e)  Five Hundred Thousand (500,000) shares of the Corporation's preferred
stock, par value $.01 per share, are designated "Series D Preferred Stock"
(hereinafter referred to as the "Series D Preferred Stock"), and such Series D
Preferred Stock shall have the respective voting powers, designations,
preferences and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions as follows:

    1.   SECTION REFERENCES AND DEFINITIONS.  References to section numbers
contained in this Article 4(e) shall refer only to sections within this Article
4(e) unless otherwise specified.  Capitalized terms in this Article 4(e) shall
have the following meanings:

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         1.1. "Common Stock" shall mean the shares of the Common Stock of the
Corporation, par value $.01 per share, and any stock into which such Common
Stock may hereafter be changed.

         1.2. "D Conversion Date" shall mean the date on which the Series D
Preferred Stock converts to Common Stock pursuant to Section 5.1.1.

         1.3. "D Conversion Rate" shall mean the rate at which shares of Common
Stock are to be received upon conversion of one share of the Series D Preferred
Stock which is determined by dividing the D Current Market Price per share of
Common Stock into $20.00; provided that (i) in the event of a conversion
pursuant to Section 5.1.1(a) prior to September 23, 2001, the D Current Market
Price shall never be deemed to be less than $10.00, (ii) in the event of a
conversion pursuant to Section 5.1.1(b), the D Current Market Price per share
shall never be deemed to be  less than $10.00, and (iii) in the event of a
conversion pursuant to Section 5.1.1(c) the D Current Market Price shall be
deemed to be $20.00.  The D Conversion Rate, and the amounts specified in
clauses (i), (ii) and (iii) in the previous sentence shall be subject to
adjustment pursuant to Section 5.

         1.4. "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable,
with or without payment of additional consideration in cash or property, for
Common Stock, either immediately or upon the arrival of a specified date or the
happening of a specified event.

         1.5. "D Current Market Price" per share of Common Stock at any date
herein specified shall mean the average of the daily market prices for the
twenty (20) consecutive Trading Days ending one (1) day prior to such date;
provided that in the event conversion is pursuant to Section 5.1.1(b), the
foregoing twenty (20) day period shall end ten (10) Trading Days after (i) the
date the Corporation sends a press release to the public announcing the
termination of the D License Agreement, or (ii) if no press release is made
prior to the termination, the date of such termination.  The market price for
each such Trading Day shall be the last reported sales price on the principal
exchange on which the Common Stock is listed, or, if it is not so listed, the
Nasdaq National Market or, if it is not so listed, on the over-the-counter
market.

         1.6. "D Division Amounts" shall mean the $10.00 amount referred to in 
clause (i) and (ii) of the proviso in Section 1.3 and the $20.00 amount referred
to in clause (iii) of such proviso.

         1.7. "D Junior Stock" shall mean the Common Stock and any other class
or series of capital stock of the Corporation which at the time of issuance is
not declared to be senior to or on a parity with the Series D Preferred Stock as
to rights upon liquidation or dividends.

         1.8. "D License Agreement" shall mean that certain License Agreement
dated as of September 23, 1997 by and among the Corporation and Schering
Aktiengesellschaft.


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         1.9. "Person" shall mean any individual, corporation, association,
company, business trust, partnership, joint venture, joint-stock company, trust,
unincorporated organization or association or government or any agency or
political subdivision thereof.

         1.10.     "Series A Preferred Stock" shall mean the authorized Series
A Preferred Stock of the Corporation.

         1.11.     "Trading Day" shall mean any day on which trading takes
place (a) if the Common Stock is then listed or admitted to trading on a
national securities exchange, on the principal national securities exchange on
which the Common Stock is then listed or admitted to trading; or (b) if not, in
the over-the-counter-market and prices reflecting such trading are published by
the National Association of Securities Dealers Automated Quotation System.

    2.   DIVIDENDS.  Whenever the Corporation pays dividends on its Common
Stock or any convertible securities, in cash or in kind, the holders of record
on the record date of outstanding Series D Preferred Stock shall be entitled to
receive dividends in such an amount as they would be entitled to receive if, as
of the record date, their shares of Series D Preferred Stock had been converted
into Shares of Common Stock pursuant to Section 5.1.1(c) hereof.  No dividend
shall be paid or set aside for payment to the holders of any other class of
securities of the Corporation until and unless all dividends then payable to the
holders of the Series D Preferred Stock shall have been paid, or declared and
set aside for payment in full   Dividends can only be declared jointly in
proportion to the relative liquidation preference of the respective shares
involved and paid on the Series D Preferred Stock.

    3.   LIQUIDATION OR DISSOLUTION.

         3.1. RANK.  The Series D Preferred Stock of the Corporation shall rank
on a parity with the Series A Preferred Stock as to distributions upon a 
liquidation, dissolution or winding up of the Corporation.

         3.2. PREFERENCE.  Subject to the prior rights of the Corporation's
creditors and holders of securities senior to the Series D Preferred Stock in
respect of distributions upon liquidation, dissolution or winding-up of the
Corporation, in the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the holders of Series D Preferred
Stock shall be entitled to receive twenty dollars ($20.00) per share. If, upon
any such liquidation, dissolution or winding-up of the Corporation, the assets
distributable among the holders of Series D Preferred Stock (and any series of
preferred stock ranking in parity with the Series D Preferred Stock in respect
of distributions upon liquidation, dissolution or winding-up of the Corporation)
shall be insufficient to permit the payment in full to such holders of the
preferential amount payable to such holders determined as aforesaid, then the
holders of Series D Preferred Stock (and any such series) will share ratably in
any distribution of the Corporation's assets in proportion to the respective
preferential amounts that would have been payable if such assets were sufficient
to permit payment in full of all such amounts.  After payment of the full amount
of the liquidating distribution to which the holders of Series D Preferred Stock
are entitled, holders of D Junior Stock (other than Common Stock) shall be paid
any preferential amounts payable to such holders.  Thereafter, the holders of
Series D Preferred Stock will share


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PRO RATA with the holders of Common Stock (and the holders of Series A Preferred
Stock and any other preferred stock or D Junior Stock entitled to share PRO RATA
with Common Stock in liquidating distributions), based on the number of shares
of Common Stock into which the Series D Preferred Stock is then convertible, in
any further distribution of assets by the Corporation. Under this Section 3, a
distribution of assets in any dissolution, winding-up or liquidation shall not
include (a) any consolidation or merger of the Corporation with or into any
other corporation, (b) any dissolution, liquidation or winding-up of the
Corporation immediately followed by reincorporation of a successor corporation
or (c) a sale or other disposition of all or substantially all of the
Corporation's assets in consideration for the issuance of equity securities of
another corporation, provided that the consolidation, merger, dissolution,
liquidation, winding-up, sale or other disposition (i) does not amend, alter, or
change the preferences or rights of the Series D Preferred Stock or the
qualifications, limitations or restrictions thereof in a manner that adversely
affects the Series D Preferred Stock and (ii) is done in accordance with
Sections 5.4, 5.5 or 5.6 hereof.

    4.   VOTING RIGHTS.  The holders of Series D Preferred Stock shall have the
right to vote, together with the holders of all the outstanding shares of Common
Stock (and the holders of every other class or series entitled to vote together
with such holders) and not by class, except as otherwise required by New York
law, on all matters on which holders of Common Stock shall have the right to
vote.  Each holder of Series D Preferred Stock shall have the right to cast one
(1.0) vote for each share of Series D Preferred Stock held by such holder.

    5.   CONVERSION RIGHTS.

         5.1. CONVERSION OF SERIES D PREFERRED STOCK.  The Series D Preferred
Stock shall convert into fully paid and non-assessable shares of Common Stock on
the D Conversion Date at the D Conversion Rate as follows:

              5.1.1.    The Series D Preferred Stock shall convert into Common
Stock on the earlier of the following:

                   (a)  Upon receipt of written notice from the holders of
fifty percent (50%) or more of Series D Preferred Stock, anytime after September
23, 1998;

                   (b)  Termination of the D License Agreement by Schering
Aktiengesellschaft or, at Schering Aktiengesellschaft's written election,
termination by the Corporation (unless termination of the D License Agreement is
as a result of the liquidation of the Corporation, the appointment of a receiver
or trustee for substantially all of the property or assets of the Corporation,
or the Corporation makes an assignment for the benefit of creditors, in each
case, in accordance with the D License Agreement); or

                   (c)  At such time as the D Current Market Price per share of
Common Stock is equal to or greater than $20.00, subject to adjustment pursuant
to Section 5.4.

         5.2. CONVERSION NOTICE AND PROCEDURE.  For a conversion of Series D
Preferred Stock pursuant to Section 5.1.1(a), written notice signed by holders
of fifty percent (50%) or


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more of Series D Preferred Stock of such election shall be delivered to the
Corporation.  Upon conversion of the Series D Preferred Stock, the Corporation
shall send written notice to the holders of Series D Preferred Stock.  Any
notice of conversion to a holder of Series D Preferred Stock shall state the D
Conversion Date, the D Conversion Rate and the number of shares into which the
holder's Series D Preferred Stock is converted. Upon conversion of Series D
Preferred Stock, the shares so converted shall have the status of authorized and
unissued preferred stock, and the number of shares of preferred stock which the
Corporation shall have authority to issue shall include the number of shares of
Series D Preferred Stock so converted. Upon any conversion, certificates
representing the Series D Preferred Stock shall thereafter be deemed to
represent the appropriate number of shares of Common Stock into which such stock
is converted.  After conversion the holder of any shares of Series D Preferred
Stock so converted shall deliver to the Corporation during regular business
hours, at such place as may be designated by the Corporation, the certificate or
certificates for the shares to be converted, duly endorsed or assigned in blank,
or to the Corporation (if required by it), accompanied by written notice stating
the name or names (with address) in which the certificate or certificates for
the shares of Common Stock are to be issued.

         5.3. FRACTIONAL SHARES.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of Series D Preferred Stock.  If more
than one share of Series D Preferred Stock shall be surrendered for conversion
at any one time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares so surrendered.  Instead of any fractional shares of Common
Stock which would otherwise be issuable upon any such conversion, the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount determined on the basis of the then current fair market value of a
share of Common Stock as determined by the Board of Directors of the
Corporation, in good faith.  Fractional interests shall not be entitled to
dividends, and the holders thereof shall not be entitled to any rights as
stockholders of the Corporation in respect of such fractional interests.

         5.4. ADJUSTMENTS FOR SUBDIVISIONS, STOCK DIVIDENDS, COMBINATIONS, OR
CONSOLIDATIONS OF COMMON STOCK.  In the event the outstanding shares of Common
Stock shall be increased by way of stock issued as a dividend for no
consideration or subdivided (by stock split, or otherwise) into a greater number
of shares of Common Stock, the D Division Amounts then in effect shall,
concurrently with the effectiveness of such increase or subdivision, be
proportionately decreased.  In the event the outstanding shares of Common Stock
shall be combined or consolidated, by reclassification or otherwise, into a
lesser number of shares of Common Stock, the D Division Amounts then in effect
shall, concurrently with the effectiveness of such combination or consolidation,
be proportionately increased.

         5.5. OTHER DISTRIBUTIONS.  If for any reason, including without
limitation a merger or sale of assets transaction, the Corporation shall declare
a distribution payable in securities of the Corporation, or in securities of
other persons, evidences of indebtedness issued by the Corporation or other
persons, or assets (excluding cash dividends) then, in each such case for the
purpose of this Section 5.5, the holders of the Series D Preferred Stock shall
be entitled to a proportionate share of such distribution as though they were
the holders of the number of shares of Common Stock of the Corporation into
which their shares of Series D Preferred Stock would


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be convertible as of the record date fixed for the determination of the holders
of Common Stock of the Corporation entitled to receive such distribution.

         5.6. REORGANIZATIONS AND RECAPITALIZATIONS.  If at any time or from
time to time there shall be a reorganization or recapitalization of the Common
Stock (other than a subdivision, combination or merger or sale of assets
transaction provided for in Section 5.4 or Section 5.5 above), then, as a
condition of such reorganization or recapitalization, provision shall be made so
that the holders of the Series D Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series D Preferred Stock, the number of shares of
stock or other securities or property of the Corporation or otherwise to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such reorganization or recapitalization.  In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of the Series D Preferred Stock after
the reorganization or recapitalization to the end that the provisions of this
Section 5 (including adjustment of the D Conversion Rate and the D Division
Amounts then in effect and the number of shares receivable upon conversion of
the Series D Preferred Stock) shall be applicable after that event in as nearly
an equivalent manner as may be practicable.

         5.7. RESERVATION OF SHARES.  The Corporation agrees that, so long as
any share of Series D Preferred Stock shall remain outstanding, the Corporation
shall at all times reserve and keep available, free from preemptive rights, out
of its authorized capital stock, for the purpose of issue upon conversion of the
Series D Preferred Stock, the full number of shares of Common Stock then
issuable upon conversion of all outstanding shares of Series D Preferred Stock. 
If the Common Stock shall be listed on any national securities exchange, the
Corporation at its expense shall include in a listing application all of the
shares of Common Stock reserved for issuance upon conversion of the Series D
Preferred Stock, (subject to issuance or notice of issuance to the exchange) and
will similarly apply for and use its best efforts to procure the listing of any
further Common Stock reserved for issuance upon conversion of the Series D
Preferred Stock, at any subsequent time as a result of adjustments in the D
Conversion Rate or otherwise.

         5.8. VALIDITY OF SHARES.  The Corporation agrees that it will from
time to time take all such actions as may be requisite to assure that all shares
of Common Stock which may be issued upon conversion of any share of the Series D
Preferred Stock will, upon issuance, be legally and validly issued, fully paid
and non-assessable and free from all taxes, liens and charges with respect to
the issue thereof.

         5.9. TAXES.  The Corporation will pay all taxes and other governmental
charges that may be imposed in respect of the issue or delivery (but not
transfer) of shares of Common Stock upon conversion of the Series D Preferred
Stock.

         5.10.     ABANDONMENT OF ACTION.  If the Corporation shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution requiring an adjustment pursuant to Section 5
and shall, thereafter and before the distribution to stockholders thereof,
legally abandon its plan to pay or deliver such dividend or distribution, then
thereafter no adjustment to the holders of Series D Preferred Stock shall be


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required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.

         5.11.     NOTICE PROVISIONS.

              5.11.1.   Whenever an adjustment is required pursuant to Section
5 hereof, the Corporation shall forthwith deliver to the holders of Series D
Preferred Stock, a certificate signed by an officer of the Corporation, setting
forth, in reasonable detail, the event requiring the adjustment, the method by
which such adjustment was calculated and the adjustments made.

              5.11.2.   In case the Corporation shall propose (a) to pay any
dividend payable in stock of any class to the holders of D Junior Stock or to
make any other distribution to the holders of its Common Stock, (b) to offer to
the holders of its Common Stock rights to subscribe for or to purchase any
Convertible Securities, Common Stock or shares of stock of any class or any
other securities, rights or options, (c) to effect any reclassification of its
Common Stock (other than a reclassification involving only the subdivision or
combination of outstanding shares of Common Stock), (d) to effect any capital
reorganization, (e) to effect any consolidation, merger or sale, transfer or
other distribution of all or substantially all its property, assets or business,
or (f) to effect the liquidation, dissolution or winding-up of the Corporation,
then, in each such case, the Corporation shall give to each holder of Series D
Preferred Stock a notice of such proposed action, which shall specify the date
on which a record is to be taken for the purposes of such stock dividend,
distribution or rights, or the date on which such reclassification,
reorganization, consolidation, merger, sale, transfer, disposition, liquidation,
dissolution or winding-up is to take place and the date of participation therein
by the holders of Common Stock, if any such date is to be fixed, and shall also
set forth such facts with respect thereto as shall be reasonably necessary to
indicate the effect of such action on the Common Stock and the D Conversion
Rate, and the D Division Amounts after giving effect to any adjustment which
will be required as a result of such action.  Such notice shall be so given in
the case of any action covered by (a) or (b) above at least ten (10) days prior
to the record date for determining holders of the Common Stock for purposes of
such action and, in the case of any other such action, at least ten (10) days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of Common Stock, whichever shall be the
earlier.

    6.   NO PRE-EMPTIVE RIGHTS.  No holder of Series D Preferred Stock shall
have any pre-emptive or preferential right of subscription to any shares of
stock of the Corporation, or to options, warrants or other interests therein or
therefor, or to any obligations convertible into stock of the Corporation,
issued or sold, or any right of subscription to any thereof other than such, if
any, as the Board of Directors, in its discretion, from time to time may
determine and at such price or prices as the Board of Directors from time to
time may fix pursuant to the authority conferred by the Corporation's
Certificate of Incorporation.

    7.   COVENANTS.  In addition to any other rights provided by law, so long
as any shares of Series D Preferred Stock are outstanding, this Corporation
shall not, without first obtaining the affirmative vote or written consent of
the holders of not less than sixty-six and two-thirds percent (66-2/3%) of the
Series D Preferred Stock:


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         (a)  Amend or repeal any provisions of the Corporation's Certificate
of Incorporation which action would adversely affect the rights, preferences, or
privileges of the Series D Preferred Stock; or

         (b)  Alter or change the designations, powers, rights, preferences or
privileges, or the qualification, limitations or restrictions of the Series D
Preferred Stock; or

         (c)  Increase the authorized number of shares of Series D Preferred
Stock or other preferred stock of the Corporation; or

         (d)  Authorize, create, or issue any Series A Preferred Stock, or any
new class or series of stock or any other securities convertible into equity
securities of the Corporation having a preference over, or being on a parity
with, the Series D Preferred Stock with respect to dividends, redemptions or
upon liquidation or dissolution of the Corporation; or

         (e)  Reclassify the shares of Common Stock or any other D Junior Stock
into shares of any class or series of capital stock (i) ranking either as to
payment of dividends, distribution of assets or redemptions, prior to or on
parity with the Series D Preferred Stock, or (ii) which in any manner adversely
affects the holders of Series D Preferred Stock.

6.  The manner in which the foregoing Amendment of the Certificate of
Incorporation was authorized is as follows:  The Board of Directors of the
Corporation authorized the Amendment under the authority vested in said Board
under the provisions of the Certificate of Incorporation and of Section 502 of
the Business Corporation Law.

    IN WITNESS WHEREOF, we have subscribed this document on the date set
opposite each of our names below and do hereby affirm, under the penalties of
perjury, that the statements contained therein have been examined by us and are
true and correct.

Date:  September 19, 1997


                             ---------------------------------------
                             Name:  Duane J. Roth
                             Title:    President


                             ---------------------------------------
                             Name:  Theodore D. Roth
                             Title:    Secretary


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