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                                                                    EXHIBIT 3.5



                           CERTIFICATE OF AMENDMENT OF
                AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

                               ARADIGM CORPORATION


        The undersigned certify that:

        1. They are the President and Chief Executive Officer, and Acting Chief
Financial Officer, respectively, of Aradigm Corporation, a California
corporation.

        2. Article III of the Amended and Restated Articles of Incorporation
(the "Articles of Incorporation") of this corporation is amended to read in full
as follows:

                "This 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 Five Million (105,000,000) shares. One Hundred Million
        (100,000,000) shares shall be Common Stock. Five Million (5,000,000)
        shares shall be Preferred Stock.

                The Preferred Stock may be issued from time to time in one or
        more series. The Board of Directors is hereby authorized to determine
        and alter the rights, preferences, privileges and restrictions granted
        to or imposed upon any wholly unissued series of Preferred Stock, and to
        fix the number of shares of any such series of Preferred Stock and the
        designation of any such series of Preferred Stock. The Board of
        Directors within the limits and restrictions stated in any resolution or
        resolutions of the Board of Directors originally fixing the number of
        shares constituting any series, may increase or decrease (but not below
        the number of shares of such series then outstanding) the number of
        shares of any series subsequent to the issuance of shares of that
        series."

        3. The foregoing amendment of the Articles of Incorporation has been
duly approved by the Board of Directors.

        4. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the California Corporations Code. The total number of outstanding shares
of the corporation is 29,536,383 shares of Common Stock and 2,001,236 shares of
Series A Convertible Preferred Stock. The number of shares voting in favor of
the amendment equaled or exceeded the vote required. The percentage vote
required was more than 50% of the outstanding shares of Common Stock as a class
and more than 50% of the outstanding shares of Common Stock and Series A
Preferred Stock voting together.



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        We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Date:  February 8, 2002



                                    /s/ Richard P. Thompson
                                    --------------------------------------------
                                    RICHARD P. THOMPSON
                                    President and Chief Executive Officer



                                    /s/ Michael Molkentin
                                    --------------------------------------------
                                    MICHAEL MOLKENTIN
                                    Acting Chief Financial Officer