EXHIBIT 3.1(C)

                              ARTICLES OF AMENDMENT
                                       OF
                                NEORX CORPORATION



         Pursuant  to  RCW   23B.06.020,   NeoRx   Corporation,   a   Washington
corporation,  hereby states that the  Designation  of Rights and  Preferences of
Series 4  Convertible  Preferred  Stock  attached  hereto as  Exhibit A was duly
adopted by the Board of Directors of the corporation on July 8, 1997, as amended
on August 05, 1997.

         These  Articles of Amendment  are executed by said  corporation  by its
duly authorized officer.

         DATED:  August 08, 1997

                                                NEORX CORPORATION

                                                By     /s/  Richard L. Anderson
                                                     ---------------------------
                               Richard L. Anderson
                              Senior Vice President


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

                    DESIGNATION OF RIGHTS AND PREFERENCES OF
                      SERIES 4 CONVERTIBLE PREFERRED STOCK
                         ------------------------------

         A  series  of  Preferred  Stock  is  hereby   designated  as  Series  4
Convertible  Preferred  Stock which series shall  consist of 1,000  shares,  par
value $.02 per share (the  "Series 4 Shares"),  and which shall have the rights,
preferences, privileges and limitations as set forth below:

         (1) Dividends.  The holders of the Series 4 Shares shall be entitled to
a  dividend  of seven  percent  (7%) per annum of the Stated  Value (as  defined
below),  on a cumulative  basis with  quarterly  compounding  (prorated  for any
portion  of  the  applicable  period  during  which  the  Series  4  Shares  are
outstanding).  Dividends  shall accrue from the date of issuance of the Series 4
Shares and shall be paid on each  Series 4 Share at the time that such  Series 4
Share is  converted  or  redeemed.  Dividends  (including  dividends  payable to
holders  of  Series 4 Shares as of the date such  Series 4 Shares  convert  into
Common  Stock as  provided in Section 2 below)  will be paid,  at the  Company's
election,  either  in cash or in  shares of  Common  Stock  valued  based on the
Average  Market  Price (as defined  below) of the Common Stock for the period of
fifteen (15) consecutive  trading days ending on the trading day before the date
of  conversion.  The Company  shall not issue any  fraction of a share of Common
Stock in payment of a dividend but shall pay cash  therefor.  The Company shall,
so  long as any of the  Series  4  Shares  are  outstanding,  reserve  and  keep
available out of its authorized and unissued Common Stock, such number of shares
of  Common  Stock as shall  from  time to time be  sufficient  to pay  dividends
hereunder.  Every reference  herein to the Common Stock of the Company (unless a
different  intention is expressed) shall be to the shares of the Common Stock of
the Company, $.02 par value, as such stock exists immediately after the issuance
of the  Series 4 Shares  provided  for  hereunder,  or to stock  into which such
Common Stock may be changed from time to time thereafter.

         "Average Market Price" of any security for any period shall be computed
as the  arithmetic  average of the closing bid prices for such security for each
trading day in such period on the Nasdaq National Market (the "Nasdaq-NM"),  or,
if the Nasdaq-NM is not the principal  trading market for such security,  on the
principal  trading  market  for such  security,  or, if market  value  cannot be
calculated  for such period on any of the foregoing  bases,  the Average  Market
Price shall be the average fair market  value  during such period as  reasonably
determined  in good  faith by the  Board of  Directors  of the  Company  (all as
appropriately  adjusted  for any stock  dividend,  stock split or other  similar
transaction during such period).

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         (2)  Conversion of Series 4 Shares.  (a) Each Series 4 Share,  together
with any accrued and unpaid dividends,  shall  automatically  convert into fully
paid and nonassessable  shares (calculated to the nearest whole share) of Common
Stock at the  Conversion  Rate  (as  defined  below)  in  effect  at the time of
conversion,  upon  the  first to occur of the  following  (each,  a  "Conversion
Event"),  and each  Series 4 Share shall have a value of Five  Thousand  Dollars
($5,000) (the "Stated Value") for the purpose of such conversion:

                           (i)      August 8, 1998;

                          (ii) At such time as the Average  Market  Price of the
Common Stock for the period of fifteen (15) consecutive trading days is equal to
or greater than  $6.00  per  share,  as  appropriately  adjusted  for any stock
dividend, stock split or other similar transaction; and

                           (iii)    The termination of that certain Agreement
dated August 8, 1997 (the"Janssen License  Agreement"),  between the Company and
Janssen  Pharmaceutica  N.V.  ("Janssen") unless such termination is a result of
the liquidation of Janssen,  the appointment of a receiver for substantially all
of the  property  or assets of  Janssen,  or an  assignment  by Janssen  for the
benefit  of  creditors,  in each case in  accordance  with the  Janssen  License
Agreement.
                  (b) For purposes hereof,  the "Conversion Rate" shall mean the
rate at which shares of Common Stock are to be received upon  conversion of each
Series 4 Share which shall be  determined  by dividing  the Stated  Value by the
Average Market Price per share of Common Stock for the fifteen (15)  consecutive
trading days ending one day prior to the date of the  Conversion  Event (subject
to adjustment as provided herein),  provided that conversion shall automatically
occur,  in  accordance  with clause (ii) above,  at the time the Average  Market
Price  equals or  exceeds  $6.00 per share and at such time the  Average  Market
Price shall be deemed to be $6.00 per share.

                  (c) The  Company  shall not issue any  fraction  of a share of
Common Stock upon any conversion,  but shall pay cash therefor at the Conversion
Price multiplied by such fraction.

                  (d) If the Company  shall  consolidate  with or merge into any
corporation or reclassify its outstanding  shares of Common Stock (other than by
way of  subdivision  or reduction of such shares) (each a "Major  Transaction"),
then,  immediately prior to such Major  Transaction,  each outstanding  Series 4
Share shall,  at the election of the holder,  either convert to shares of Common
Stock at the  Conversion  Rate or shall be redeemed by the Company at the Stated
Value, plus accrued and unpaid dividends.

                                      -2-
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                  (e) Upon  conversion,  the Company shall send a written notice
to the  holders  of  Series 4 Shares  containing  the  date of  conversion,  the
Conversion Rate and the number of shares into which the holder's Series 4 Shares
are to be so converted.  On presentation and surrender to the Company (or at any
office or agency  maintained  for the  transfer  of the  Series 4 Shares) of the
certificates  of Series 4 Shares so to be converted,  duly endorsed in blank for
transfer or accompanied by proper instruments of assignment or transfer in blank
(a "Holder Conversion Notice"),  with signatures guaranteed,  the holder of such
Series 4 Shares shall be entitled,  subject to the limitations herein contained,
to receive in exchange therefor a certificate or certificates for fully paid and
nonassessable  shares,  which  certificates  shall be  delivered  by the  second
trading day after the date of delivery of the Holder Conversion Notice, and cash
for  fractional  shares,  of Common Stock on the foregoing  basis.  The Series 4
Shares shall be deemed to have been  converted,  and the person  converting  the
same to have become the holder of record of Common Stock, for all purposes as of
the date of delivery of the Holder Conversion Notice.

                  (f) The Company  shall,  so long as any of the Series 4 Shares
are  outstanding,  reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of the Series 4
Shares,  such  number of shares  of Common  Stock as shall  from time to time be
sufficient  to  effect  the  conversion  of all  of the  Series  4  Shares  then
outstanding.  The  Company  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 4 Shares  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.

                  (g) The  Company  shall  pay any and all  taxes  which  may be
imposed  upon it with  respect to the issuance and delivery of Common Stock upon
the conversion of the Series 4 Shares as herein provided.  The Company shall not
be  required  in any event to pay any  transfer  or other taxes by reason of the
issuance  of such  Common  Stock in names other than those in which the Series 4
Shares surrendered for conversion are registered on the Company's  records,  and
no such  conversion  or issuance of Common  Stock shall be made unless and until
the person  requesting  such  issuance has paid to the Company the amount of any
such tax, or has established to the satisfaction of the Company and its transfer
agent, if any, that such tax has been paid.

                  (h) Whenever the Conversion Rate shall be adjusted pursuant to
this Section 2, the Company shall  forthwith  deliver to the holders of Series 4
Shares a  certificate  signed by an officer of the Company,  setting  forth,  in
reasonable  detail,  the event  requiring the adjustment and the method by which
such adjustment was calculated and specifying the Conversion Rate.

                                      -3-
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         (3)  Redemption.  At any time  after  one  hundred  twenty  (120)  days
following the original issue date of the Series 4 Shares,  the Company may, upon
two (2)  days'  written  notice,  redeem  all,  but not less  than  all,  of the
outstanding  Series 4 Shares  at the  Stated  Value,  plus  accrued  and  unpaid
dividends.

         (4)      Voting Rights.  Holders of Series 4 Shares shall have no
voting rights,  except as required by law or as otherwise  provided in Section 7
below.

         (5) Liquidation, Dissolution, Winding Up. In the event of any voluntary
or  involuntary  liquidation,  dissolution  or  winding up of the  Company,  the
holders of the Series 4 Shares  shall be  entitled to receive in cash out of the
assets of the  Company,  whether from capital or from  earnings,  available  for
distribution to its shareholders (the "Series 4 Funds"), before any amount shall
be paid to the holders of the Common Stock,  an amount equal to the Stated Value
per Series 4 Share plus any  accrued  and unpaid  dividends  through the date of
such  liquidation,  dissolution  or winding up,  provided  that, if the Series 4
Funds are  insufficient  to pay the full  amount due to the  holders of Series 4
Shares and holders of shares of other  classes or series of  preferred  stock of
the  Company  that are of equal rank with the Series 4 Shares as to  payments of
Series 4 Funds (the "Pari  Passu  Shares"),  then each holder of Series 4 Shares
and Pari Passu Shares shall share ratably in any  distribution  of the Company's
assets in proportion to the respective preferential amounts that would have been
payable  if such  Funds were  sufficient  to permit  payment in full of all such
amounts. The purchase or redemption by the Company of stock of any class, in any
manner  permitted by law, shall not, for the purposes  hereof,  be regarded as a
liquidation, dissolution or winding up of the Company. Neither the consolidation
nor merger of the Company with or into any other  corporation  or  corporations,
nor the sale or transfer by the  Company of less than  substantially  all of its
assets,  shall,  for  the  purposes  hereof,  be  deemed  to  be a  liquidation,
dissolution  or winding up of the Company;  provided  that such merger,  sale or
transfer does not amend, alter or change the preferences or rights of the Series
4 Shares or the  qualifications  or limits  thereof in a manner  that  adversely
affects the Series 4 Shares.  No holder of Series 4 Shares  shall be entitled to
receive any amounts with respect  thereto upon any  liquidation,  dissolution or
winding up of the Company other than the amounts provided for herein.

         (6) Series 4 Rank.  All shares of Common  Stock shall be of junior rank
to  all  Series  4  Shares  in  respect  to  the  preferences  as to  dividends,
distributions  and payments upon the  liquidation,  dissolution or winding up of
the  Company.  The rights of the shares of Common  Stock shall be subject to the
preferences  and  relative  rights of the  Series 4 Shares.  The Series 4 Shares
shall rank junior to the Company's  Convertible  Exchangeable  Preferred  Stock,
Series 1, and to the Company's Series 2 Convertible Preferred Stock and Series 3
Convertible  Preferred  Stock,  in respect of dividends  and  distributions  and
payments upon the  liquidation,  dissolution  or winding up of the Company.  The
Company may authorize and issue  additional or other preferred stock which is of
equal  rank  with the  Series 4  Shares  in  respect  of the  preferences  as to
dividends and  distributions  and payments upon the liquidation,  dissolution or

                                      -4-
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winding up of the Company.  In the event of the merger or  consolidation  of the
Company with or into  another  corporation,  the Series 4 Shares shall  maintain
their relative powers, designations and preferences provided herein.

         (7) Vote to Change the Terms of Series 4 Shares.  The affirmative  vote
at a meeting  duly  called for such  purpose or the  written  consent  without a
meeting  of the  holders  of the not  less  than  two-thirds  (2/3)  of the then
outstanding  Series 4 Shares  shall be required to (a) amend,  alter,  change or
repeal any of the powers,  designations,  preferences and rights of the Series 4
Shares, (b) authorize,  create, or issue any new class or series of stock or any
other  securities  convertible  into equity  securities of the Company  having a
preference  over the Series 4 Shares with respect to dividends,  redemptions  or
upon liquidation or dissolution of the Company,  or (c) reclassify the shares of
Common  Stock or any other  capital  stock of junior rank to the Series 4 Shares
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 4 Shares,  or (ii) which in any manner adversely  affects
the holders of Series 4 Shares.

         (8) Amendments Upon Conversion of Outstanding Series 4 Shares. When, as
a result of the  conversion  of the Series 4 Shares,  no Series 4 Shares  remain
outstanding, the Board of Directors may, at its discretion and without a vote of
the  shareholders of the Company,  withdraw this  Designation in its entirety by
providing  for the filing of the  applicable  amendment  or  restatement  of the
Company's Restated Articles of Incorporation, and the Series 4 Shares designated
hereby  shall  thereby  return to the  status of  authorized  but  unissued  and
undesignated shares of Preferred Stock of the Company.

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