EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        CADUS PHARMACEUTICAL CORPORATION

                         (PURSUANT TO SECTION 242 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

          Cadus Pharmaceutical Corporation (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          FIRST:    That at a meeting of the Board of Directors of the
Corporation resolutions were duly adopted setting forth a proposed amendment to
the Amended and Restated Certificate of Incorporation of the Corporation to
change the name of the Corporation to Cadus Corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of the
Corporation for consideration thereof.

          SECOND:   That thereafter, pursuant to resolutions of its Board of
Directors, an annual meeting of the stockholders of the Corporation was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

          THIRD:    That, in accordance with the foregoing, Article FIRST of the
Amended and Restated Certificate of Incorporation of the Corporation is hereby
amended to read in its entirety as follows:

                     "FIRST: The name of the Corporation is
                     CADUS CORPORATION (the "Corporation")."

          FOURTH:   That this 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, the Corporation has caused this Certificate of
Amendment to be signed by Michele A. Paige, its President, this 20th day of
June, 2003.

                                                CADUS PHARMACEUTICAL CORPORATION


                                                By:    /s/ Michele A. Paige
                                                   -----------------------------
                                                   Michele A. Paige, President

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                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        CADUS PHARMACEUTICAL CORPORATION
                       (formerly Cadus Therapeutics Corp.)


          CADUS   PHARMACEUTICAL   CORPORATION,   a  Delaware  corporation  (the
"Corporation"), hereby certifies as follows:

          1.   The name of the Corporation is CADUS PHARMACEUTICAL CORPORATION.

          2.   The Corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on January 23, 1992,  under
the name Cadus Therapeutics Corp.

          3.   This  Restated   Certificate  of  Incorporation   (the  "Restated
Certificate")  which was duly adopted in  accordance  with Sections 242 and 245,
with prompt written notice thereof having been given to the  stockholders of the
Corporation  pursuant to Section 228(d),  of the General  Corporation Law of the
State of Delaware, amends and restates the provisions of the present certificate
of incorporation, as amended, of the Corporation.

          4.   Immediately  upon filing this Restated  Certificate,  the text of
the present  certificate  of  incorporation,  as amended,  is hereby amended and
restated to read in full as set forth herein:

          FIRST:    The  name  of  the   Corporation  is  CADUS   PHARMACEUTICAL
CORPORATION (the "Corporation").

          SECOND:   The address of the  Corporation's  registered  office in the
State of Delaware is 1209 Orange Street in the City of Wilmington, County of New
Castle.  The name of its  registered  agent at such  address is The  Corporation
Trust Company.

          THIRD:    The  purpose of the  Corporation  is to engage in any lawful
act or  activity  for which  corporations  may be  organized  under the  General
Corporation Law of the State of Delaware.

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          FOURTH:   The  total  number  of shares  of  capital  stock  which the
Corporation  shall have authority to issue is 35,000,000,  all of which shall be
Common Stock having a par value of $.01 per share.

          FIFTH:    The  Board of  Directors  of the  Corporation  is  expressly
authorized  and  empowered  to  adopt,  amend  or  repeal  the  by-laws  of  the
Corporation,  without  any  action  on  the  part  of  the  stockholders  of the
Corporation, but the stockholders of the Corporation may make additional by-laws
and may amend or repeal any by-law whether adopted by them or otherwise.

          SIXTH:    Whenever a compromise  or  arrangement  is proposed  between
this  Corporation  and its  creditors  or any class of them and/or  between this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  Corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.

          SEVENTH:  The personal  liability of the directors of the  Corporation
is hereby eliminated to the fullest extent permitted by subsection  102(b)(7) of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented.

          EIGHTH:   The Corporation  shall,  to the fullest extent  permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and  supplemented,  indemnify  any and all persons  whom it shall
have power to  indemnify  under said section from and against any and all of the
expenses,  liabilities,  or other  matters  referred  to in or  covered  by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any by-law,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to

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the benefit of the heirs,  executors,  and  administrators of such a person. The
Corporation  shall advance  expenses for the defense of any  director,  officer,
employee or agent prior to a final  disposition  of a claim  provided such party
executes  an  undertaking  to  repay  advances  from  the  Corporation  if it is
ultimately  determined that such party is not entitled to  indemnification.  Any
repeal or modification  of this Article shall not adversely  affect any right or
protection existing hereunder immediately prior to such repeal or modification.

          IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Amended  and
Restated  Certificate  of  Incorporation  to be signed by Jeremy M.  Levin,  its
President, and attested by James S. Rielly, its Secretary, on July 18, 1996.

                                                CADUS PHARMACEUTICAL CORPORATION

                                                By: /s/Jeremy M. Levin
                                                   -------------------------
                                                     Jeremy M. Levin,
                                                     President

Attest:

/s/ James S. Reilly
----------------------
James S. Rielly,
Secretary

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