**EXHIBIT 3.8**

**AMENDMENT NO. 1**

**TO THE**

**FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**GENAERA CORPORATION**

GenaeraCorporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “*Corporation*”), does hereby certify that: 

FIRST: This Certificate of Amendment (the “*Amendment*”) amends the provisions of the Corporation’s Fifth Amended and RestatedCertificate of Incorporation, which was filed with the Secretary of State of the State of Delaware on June 6, 2006 (the “*Certificate of Incorporation*”). 

SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General CorporationLaw of the State of Delaware and shall become effective at [6:31] p.m., on May 11, 2007. 

THIRD: Section 4 of the Certificate ofIncorporation is hereby amended by adding Section 4(B)(3) as follows: 

“(3) *Reclassification*. Upon thefiling and effectiveness of the Certificate of Amendment No.1 of the Certificate of Incorporation (the “Effective Time”), all issued and outstanding shares of Common Stock issued and outstanding immediately prior to the Effective Time(“Existing Common Stock”) shall, without further action on the part of the Corporation or any holder of such Existing Common Stock, be and hereby are automatically combined and reclassified as follows: each six (6) shares of ExistingCommon Stock shall be combined and reclassified (the “Reverse Split”) as one (1) fully paid and non-assessable share of issued and outstanding Common Stock, par value $.002 per share (“New Common Stock”), provided that thereshall be no fractional shares of New Common Stock. In the case of any holder of fewer than six (6) shares of Existing Common Stock or any number of shares of Existing Common Stock which, when divided by six (6), does not result in a wholenumber (a “Fractional Share Holder”), the fractional share interest of New Common Stock held by such Fractional Share Holder as a result of the Reverse Split shall be converted to and paid as soon as practicable after the Effective Time anamount in cash (rounded up to the nearest whole cent) equal to the product obtained by multiplying (x) the fractional share interest to which such stockholder would otherwise be entitled by (y) the closing price for a share of the ExistingCommon Stock as reported on the Nasdaq National Market (as reported in The Wall Street Journal) on the Effective Date. 

TheReverse Split shall not change the par value per share of the shares of Common Stock, which par value per share of Common Stock shall remain $.002 per share, and the remaining par value of the Existing Common Stock shall be reclassified as surplus.The reclassification of the Existing Common Stock into Common Stock will be deemed to occur at the Effective Time, regardless of when the certificates representing such Existing Common Stock are physically surrendered to the Corporation. 

From and after the Effective Time, the term “New Common Stock,” as used in this Section 4 shall mean Common Stock, asprovided in this Certificate of Incorporation, the Certificate of Designations, Rights and Preferences of Series A Convertible Preferred Stock of the Corporation, the Certificate of Designations, Rights and Preferences of Series BConvertible Preferred Stock of the Corporation, the Certificate of Designations, Rights and Preferences of Series C-1 Convertible Preferred Stock of the Corporation and the Certificate of Designations, Rights and Preferences of Series C-2Convertible Preferred Stock of the Corporation, each as may be amended from time to time.” 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its ChiefExecutive Officer this 8th day of May, 2007. 
GENAERA CORPORATIONBy: /s/    JOHN L. ARMSTRONG,JR.         **John L. Armstrong, Jr.** **President and Chief Executive Officer**