Exhibit
      3(I)




**RESTATED**




**CERTIFICATE
      OF INCORPORATION**




**OF**




**GENEREX
      BIOTECHNOLOGY CORPORATION**














Generex
      Biotechnology Corporation, a corporation organized and existing under the laws
      of the State of Delaware (hereinafter called the “Corporation”), hereby
      certifies as follows:




1.  The
      present name of the Corporation is Generex Biotechnology Corporation. The date
      of filing of its original Certificate of Incorporation with the Secretary of
      State was September 4, 1997. The Corporation was originally known as Generex
      Biotechnology Corporation. On January 16, 1998, in connection with the filing
      of
      a Certificate of Merger, its name was changed to GBC - Delaware, Inc. On April
      28, 1999, in connection with the filing of a Certificate of Merger, the
      Corporation changed its name back to Generex Biotechnology
      Corporation.




2.  This
      Restated Certificate of Incorporation has been duly adopted by unanimous written
      consent of the Board of Directors of the Company without a vote of the
      stockholders of the Company in accordance with the applicable provisions of
      Sections 141 and 245 of the General Corporation Law of the State of
      Delaware.




3.  This
      Restated Certificate of Incorporation was duly adopted by the Corporation's
      Board of Directors in accordance with the provisions of Section 245 of the
      Delaware General Corporation Law and only restates and integrates, but does
      not
      further amend, the provisions of the Corporation's Certificate of Incorporation,
      as heretofore amended or supplemented. The text of the Certificate of
      Incorporation of the Corporation is hereby restated without further amendment
      to
      read as follows:




**FIRST:** The name
      of the Corporation is Generex Biotechnology Corporation.




**SECOND:** The
      address of its registered office in the State of Delaware is Corporation Trust
      Center, 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
      nature of the business or purposes to be conducted or promoted by the
      Corporation is as follows:




To
      engage
      in any lawful act or activity for which corporations may be organized under
      the
      General Corporation Law of the State of Delaware.












**FOURTH:**  The
      aggregate number of shares of all classes of stock that this Corporation shall
      have the authority to issue is 501,000,000 shares, consisting of (a) 500,000,000
      shares of common stock, par value $.001 per share, and (b) 1,000,000 shares
      of
      preferred stock, par value $.001 per share. The preferred stock may be issued
      in
      one or more series and may have preferences as to dividends and to liquidation
      of theCorporation.
      The Board of Directors of the Corporation shall establish the specific rights,
      preferences, voting privileges and restrictions of such preferred stock or
      any
      series thereof.




**FIFTH:** In
      furtherance of and not in limitation of powers conferred by statute, it is
      further provided:




1.  Election
      of directors need not be by written ballot.




2.  The
      Board
      of Directors is expressly authorized to adopt, amend or repeal the By-Laws
      of
      the Corporation.




**SIXTH:** The
      Corporation reserves the right to amend, alter, change or repeal any provision
      contained in this Certificate of Incorporation, in the manner now or hereafter
      prescribed by statute and the Certificate of Incorporation, and all rights
      conferred upon stockholders herein are granted subject to this
      reservation.




**SEVENTH:** A
      director of the Corporation shall not be personally liable to the Corporation
      or
      its stockholders for monetary damages for breach of fiduciary duty as a
      director, except for liability (i) for any breach of the director's duty of
      loyalty to the Corporation or its stockholders, (ii) for acts or omissions
      not
      in good faith or which involve intentional misconduct or a knowing violation
      of
      law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
      for any transaction from which the director derived an improper personal
      benefit. If the Delaware General Corporation Law is hereafter amended to
      authorize the further elimination or limitation of the liability of a director,
      then the liability of a director of the Corporation shall be eliminated or
      limited to the fullest extent permitted by the amended Delaware General
      Corporation Law. Any repeal or modification of this Article shall not adversely
      affect any right or protection of a director of the corporation existing
      hereunder with respect to any act or omission occurring prior to such repeal
      or
      modification.




**EIGHTH:** Section
      203 of the General Corporation Law of Delaware, as amended, shall not be
      applicable to this corporation.


2




In
      accordance with Section 103(a)(2) and Section 103(b)(2) of the General
      Corporation Law of the State of Delaware, the Corporation hereby executes and
      acknowledges this Restated Certificate of Incorporation this 13th day of June,
      2006.









**GENEREX
      BIOTECHNOLOGY**


**CORPORATION**









By:  /s/
      Rose C. Perri




Name:  Rose
      C.
      Perri


Title:  Secretary
      & Chief Financial Officer







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