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                                                                  Exhibit 3(i).3


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               GENTA INCORPORATED

         GENTA INCORPORATED (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY THAT:

         FIRST:   The name of the Corporation is Genta Incorporated.

         SECOND: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of Delaware on February 4, 1988 and the
original name of the Corporation was GENTA Incorporated. The Restated
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of Delaware on August 8, 1994 and was subsequently amended on September
19, 1996.

         THIRD:   The first paragraph of Section A of Article IV of the Restated
Certificate of Incorporation of the Corporation is hereby amended to read in its
entirety as follows:

                  "A. Classes of Stock. The total number of shares of all
         classes of capital stock which the corporation shall have authority to
         issue is seventy-five million (75,000,000) of which seventy million
         (70,000,000) shares of the par value of One Tenth of One Cent ($.001)
         each shall be Common Stock (the "Common Stock") and Five Million
         (5,000,000) shares of the par value of One Tenth of One Cent ($.001)
         each shall be Preferred Stock (the "Preferred Stock"). At the time this
         amendment becomes effective, each ten shares of the Common Stock, par
         value of One Tenth of One Cent ($.001) per share, issued and
         outstanding at such time shall be, and hereby are, reduced and
         converted into one fully paid and nonassessable share of Common Stock,
         par value of One Tenth of One Cent ($.001) per share, of the
         corporation as herein authorized. Each outstanding stock certificate of
         this corporation which immediately prior to the time this amendment
         becomes effective represented one or more shares of Common Stock, par
         value of One Tenth of One Cent ($.001) per share, shall thereafter
         represent the number of whole shares of Common Stock, par value of One
         Tenth of One Cent ($.001) per share, determined by dividing the number
         of shares represented by such certificate immediately prior to the time
         this amendment becomes effective by ten and rounding such number up to
         the next whole integer. The amount of capital represented by the new
         shares in the aggregate at the time this Certificate of Amendment
         becomes effective shall be adjusted by the transfer of One Tenth of One
         Cent ($.001) from the capital account of the Common Stock to the
         additional paid in capital account for each new share issued (except
         for new shares issued as the result of rounding up fractional shares in
         which case no capital adjustment shall be made), such transfer to be
         made at such time. The corporation shall not be required to issue or
         deliver any fractional shares of Common Stock. There shall be
         designated as capital in respect of such new shares an amount equal to
         the aggregate par value of such shares. Upon surrender by a holder of
         Common
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         Stock of a certificate or certificates for Common Stock, par value of
         One Tenth of One Cent ($.001), duly endorsed, at the office of the
         corporation, the corporation shall, as soon as practicable thereafter,
         issue and deliver at such office to such holder of Common Stock, or to
         the nominee or nominees of such holder, a certificate or certificates
         for the number of shares of Common Stock, par value of One Tenth of One
         Cent ($.001) per share, to which such holder shall be entitled as
         aforesaid."

         FOURTH: This amendment to the Corporation's Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Thomas H. Adams, its Chairman of the Board, and by Robert Wang, its
Vice President, as of this 4th day of April, 1997.

                                                GENTA INCORPORATED


                                                By ___________________________
                                                   Name: Thomas H. Adams
                                                   Title: Chairman of the Board




                                                By:___________________________
                                                   Name: Robert Wang
                                                   Title: Vice President

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