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                                                                     EXHIBIT 3.1

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF

                           NOVEN PHARMACEUTICALS, INC.

         NOVEN PHARMACEUTICALS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That at a duly called meeting of the Board of Directors of Noven
Pharmaceuticals, Inc., resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and submitting it to the stockholders entitled to
vote thereon for adoption at a meeting of stockholders. The resolution setting
forth the proposed amendment is as follows:

         RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "Fourth" so that, as amended,
said Article shall be and read as follows:

                  The total number of shares of capital stock which the
         corporation shall have authority to issue is 80,100,000, of which
         80,000,000 shall be common stock of $.0001 par value per share and of
         which 100,000 shall be preferred stock of $.01 par value per share.

                  The Preferred Stock may be issued from time to time in one or
         more series. The Board of Directors is expressly authorized, in the
         resolution or any resolutions providing for the issue of any wholly
         unissued series of Preferred Stock, to fix, state and express the
         powers, rights, designations, preferences, qualifications, limitations
         and restrictions thereof, including, without limitation: the rate of
         dividends upon which and the times at which dividends on shares of such
         series shall be payable and the preferences, if any, which such
         dividends shall have relative to dividends on shares of any other class
         or any other series of stock of this corporation, whether such
         dividends shall be cumulative or non-cumulative, and if cumulative, the
         date or dates from which dividends on shares of such series shall be
         cumulative; the voting rights, if any, to be provided for shares of
         such series; the rights, if any, which the holders of shares of such
         series shall have in the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the corporation; the rights,
         if any, which the holders of shares of

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         such series shall have to convert such shares into or exchange such
         shares for shares of Common Stock of this Corporation and the terms and
         conditions, including price and rate of exchange of such conversion or
         exchange; the redemption (including sinking fund provisions), if any,
         of shares of such series; and such other powers, rights, designations,
         preferences, qualifications, limitations and restrictions as the Board
         of Directors may desire to so fix. The Board of Directors is also
         expressly authorized to fix the number of shares constituting such
         series and to increase or decrease the number of shares of any series
         prior to the issue of shares of that series and to decrease, but not
         increase, the number of shares of any series subsequent to the issue of
         shares 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.

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the amendment was submitted to the stockholders entitled to vote
thereon for adoption at the annual meeting of stockholders with the required
notice in accordance with Section 242 of the General Corporation Law of the
State of Delaware and at which the necessary number of shares as required by
statute were voted in favor of the amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, Noven Pharmaceuticals, Inc. caused this certificate
to be signed by Robert C. Strauss, its President, Chief Executive Officer and
Chairman of the Board and Jeffrey F. Eisenberg, its Secretary, this 11th day of
June of 2001.

                                  /s/ Robert C. Strauss
                                 ----------------------------------------
                                 ROBERT C. STRAUSS, President, Chief Executive
                                 Officer and Chairman

                                  /s/ Jeffrey F. Eisenberg
                                 ------------------------------------------
                                 JEFFREY F. EISENBERG, Secretary


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Sworn to and subscribed before me this 11th day of June, 2001.

                                      /s/ Verda M. Lacotera

                                      ---------------------------------------
                                      Verda M.Lacotera




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