**Exhibit
      3.1**




CERTIFICATE
      OF AMENDMENT





TO
      THE





CERTIFICATE
      OF INCORPORATION





OF





CALLISTO
      PHARMACEUTICALS, INC.














The
      undersigned, Gary S. Jacob, being the Chief Executive Officer of Callisto
      Pharmaceuticals, Inc., a corporation organized and existing under the laws
      of
      the State of Delaware, on behalf of said corporation, hereby certifies as
      follows:





FIRST :
      The name of the corporation is Callisto Pharmaceuticals, Inc. (the
      "Corporation").





SECOND :
      The Corporation wishes to amend its Certificate of Incorporation so as to
      increase the number of shares of capital stock that the Corporation shall have
      the authority to issue.





THIRD :
      To accomplish the amendment referred to in Paragraph SECOND above, Article
      FOURTH of the Certificate of Incorporation is hereby amended in its entirety
      to
      read as follows:





“ FOURTH: The
      Corporation is authorized to issue two classes of stock to be designated,
      respectively, “Common Stock” and “Preferred Stock.” The total number of shares
      that the Corporation is authorized to issue is one hundred twenty million
      (120,000,000), of which one hundred million (100,000,000) shares shall be Common
      Stock, $.0001 par value per share, and of which twenty million (20,000,000)
      shares shall be Preferred Stock, $.0001 par value per share.




The
        Preferred Stock may be issued from time to time in one or more series, without
        further stockholder approval. The Board of Directors of the Corporation is
        hereby authorized to fix or alter the rights, preferences, privileges and
        restrictions granted to or imposed upon each series of Preferred Stock, and
        the
        number of shares constituting any such series and the designation thereof,
        or of
        any of them. The rights, privileges, preferences and restrictions of any
        such
        additional series may be subordinated to, pari passu with (including, without
        limitation, inclusion in provisions with respect to liquidation and acquisition
        preferences, redemption and/or approval of matters by vote), or senior to
        any of
        those of any present or future class or series of Preferred Stock or Common
        Stock. The Board of Directors is also authorized to increase or decrease
        the
        number of shares of any series prior or subsequent to the issue of that series,
        but not below the number of shares of such series then outstanding. In case
        the
        number of shares of any series shall be so decreased, the shares constituting
        such decrease shall resume the status which they had prior to the adoption
        of
        the resolution originally fixing the number of shares of such series.
”










FOURTH :
      The forgoing Amendment was duly adopted in accordance with the provisions of
      Sections 242 and 228 of the General Corporation Law of the State of
      Delaware





IN
      WITNESS WHEREOF, CALLISTO PHARMACEUTICALS, INC. has caused this Certificate
      of
      Amendment to be signed by its Chief Executive Officer, under penalties of
      perjury, this 21st day of October 2005.






/s/
              Gary S. JacobGary
                S. Jacob, Ph.D.
              Chief
                Executive Officer