**EXHIBIT
      3.7**




**CERTIFICATE
      OF AMENDMENT**


**OF
      THE RESTATED CERTIFICATE OF INCORPORATION OF**


**INSITE
      VISION INCORPORATED**


**a
      Delaware Corporation**


**Executed,
      July 19, 2000**




The
      undersigned, S. Kumar Chandrasekaran and Lyle M. Bowman hereby certify
      that:




ONE:
      They
      are the duly elected and acting Chief Executive Officer and Secretary
      respectively, of said corporation.




TWO:
      Section A of ARTICLE IV of the Restated Certificate of Incorporation is 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 Sixty-Five Million (65,000,000) of which Sixty
      Million (60,000,000) shares of the par value of One Cent ($.01) each shall
      be
      Common Stock (the “Common Stock”) and Five Million (5,000,000) shares of the par
      value of One Cent ($.01) each shall be “Preferred Stock”).




The
      Preferred Stock may be issued in any number of series, as determined by the
      Board of Directors of this corporation (the “Board of Directors”). The Board of
      Directors is expressly authorized to provide for the issue, in one or more
      series, of all or any of the shares of Preferred Stock and, in the resolution
      or
      resolutions providing for such issue, to establish for each such series the
      number of its shares, the voting powers, full or limited, of the shares of
      such
      series, or that such shares shall have no voting powers, and the designations,
      preferences and relative, participating, optional or other special rights of
      the
      shares of such series, and the qualifications, limitations or restrictions
      thereof. The Board of Directors is also expressly authorized (unless forbidden
      in the resolution or resolutions providing for such issue) to increase or
      decrease (but not below the number of shares of the series then outstanding)
      the
      number of shares of any series subsequent to the issuance of shares of that
      series. In case the number of shares of any such series shall be so decreased,
      the shares constituting such decrease shall resume the status that they had
      prior to the adoption of the resolution originally fixing the number of shares
      of such series.




*
      *
      *




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THREE:
      The foregoing Certificate of Amendment has been duly approved by the Board
      of
      Directors of the Corporation.




FOUR:
      The
      foregoing Certificate of Amendment has been duly approved by the requisite
      number of shares of the Corporation in accordance with Section 242 of the
      Delaware General Corporation Law. The total number of shares entitled to vote
      with respect to the foregoing amendment was 21,276,185 shares of Common Stock.
      The number of shares voting in favor of the foregoing amendment equaled or
      exceeded the vote required, such required vote being a majority of the
      outstanding shares of Common Stock. No shares of Preferred Stock are
      outstanding.



















*(REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK)*









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**IN
      WITNESS WHEREOF** ,
      the
      undersigned have executed this Certificate of Amendment on the last date first
      above written.




/s/
                S. Kumar ChandrasekaranS.
                Kumar Chandrasekaran, Ph.D.Chief
                Executive Officer/s/
                Lyle M. BowmanLyle
                M. Bowman, Ph.D.Secretary







The
      undersigned certify under penalty of perjury that they have read the foregoing
      Certificate of Amendment and know the contents thereof, and that the statements
      therein are true.




Executed
      at Alameda, California, on July 19, 2000.




/s/
                S. Kumar ChandrasekaranS.
                Kumar Chandrasekaran, Ph.D./s/
                Lyle M. BowmanLyle
                M. Bowman, Ph.D.





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