**Exhibit3.4**

**CERTIFICATE OF AMENDMENT OF**

**AMENDED AND RESTATED CERTIFICATEOF INCORPORATION OF**

**AMYLINPHARMACEUTICALS, INC.**

**AMYLIN PHARMACEUTICALS, INC.,**a corporation organized and existing under and by virtue of theGeneral Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

**FIRST: **The name of the Corporation isAmylin Pharmaceuticals, Inc.

**SECOND: **The date on which theCertificate of Incorporation of the Corporation was originally filed with theSecretary of State of the State of Delaware is September 29, 1987.

**THIRD:**  The Board of Directors of the Corporation,acting in accordance with the provisions of Sections 141 and 242 of the GeneralCorporation Law of the State of Delaware, adopted resolutions amending itsAmended and Restated Certificate of Incorporation as follows:

ParagraphA of Article V shall be amended and restated to read in its entirety asfollows:

“A.          The Corporation is authorized to issuetwo classes of stock to be designated, respectively, “Common Stock” and “PreferredStock.”  The total number of shares whichthe Corporation is authorized to issue is four hundred fifty seven million fivehundred thousand (457,500,000) shares. Four hundred fifty million (450,000,000) shares shall be Common Stock,each having a par value of one-tenth of one cent ($.001).  Seven million five hundred thousand(7,500,000) shares shall be Preferred Stock, each having a par value ofone-tenth of one cent ($.001).”

**FOURTH:**  Thereafter pursuant to a resolution of theBoard of Directors this Certificate of Amendment was submitted to thestockholders of the Corporation for their approval, and was duly adopted inaccordance with the provisions of Section 242 of the General Corporation Law ofthe State of Delaware.

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**IN WITNESS WHEREOF**,Amylin Pharmaceuticals, Inc. has caused this Certificate of Amendment to besigned by its President and Chief Executive Officer and attested  by its Vice President, Governance andCompliance, and Corporate Secretary as of the 23rd day of May 2007.
| ** **                                 | **AMYLIN  PHARMACEUTICALS, INC.** |
|--------------------------------------------|-----------------------------------|
| ** **                                 | ** **                        |
| ** **                                 | ** **                        |
|                                       | By:                               | /s/ Daniel M.  Bradbury |   |
|                                       |                              | Daniel M. Bradbury |
|                                       |                              | President and Chief Executive Officer |
|                                       |                              |   |
| Attest:                                    |
|                                       |
|                                       |
| /s/  Lloyd  A. Rowland           |                              |
| Lloyd A. Rowland                           |
| Vice President, Governance and Compliance, |
| and Corporate Secretary                    |
|                                            |                                   |  |  |  |

 

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