AMENDED ARTICLES OF INCORPORATION
                                       OF
                                  BIOTIME, INC.

         Paul Segall and Judith Segall certify that:

    1. They are the President and the Secretary, respectively, of BioTime, Inc.,
a California Corporation.

    2. The Articles of  Incorporation of this corporation are amended to read in
full as follows:

   "ONE:  The name of this corporation is BioTime, Inc.

    TWO:  The  purpose  of the  corporation  is to engage in any  lawful  act or
activity for which a corporation may be organized under the General  Corporation
Law of California other than the banking  business,  the trust company business,
or the practice of a profession  permitted to be  incorporated by the California
Corporations Code.

    THREE:  The corporation is authorized to issue two classes of shares,  which
shall be designated "Common Shares" and "Preferred Shares". The number of Common
Shares which the  corporation is authorized to issue is 5,000,000 and the number
of Preferred  Shares which the  corporation is authorized to issue is 1,000,000.
The  Preferred  Shares  may be  issued  in one or more  series  as the  board of
directors may by resolution  determine.  The board of directors is authorized to
fix the number of shares of any series of  Preferred  Shares and to determine or
alter the  rights,  preferences,  privileges,  and  restrictions  granted  to or
imposed  on the  shares  of  Preferred  Shares  as a class,  or upon any  wholly
unissued  series  of any  Preferred  Shares.  The  board of  directors  may,  by
resolution,  increase  or  decrease  (but not below the number of shares of such
series then  outstanding) the number of shares of any series of Preferred Shares
subsequent  to the issue of shares of that  series.  Upon the  amendment of this
article to read as herein set forth,  each outstanding  share of common stock is
converted into or reconstituted as 0.1667 Common Share.

    FOUR: The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent  permissible under California law. The
corporation  is  authorized  to indemnify  "agents",  as such term is defined in
Section  317  of  the  California  Corporations  Code,  to  the  fullest  extent
permissible under California law."

    3. The  foregoing  amendment  of  articles  of  incorporation  has been duly
approved by the board of directors.

    4. The  foregoing  amendment  of  articles  of  incorporation  has been duly
approved by the required vote of  shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is 5,351,672.  The number of shares voting in favor of the amendment  equaled or
exceeded the vote required. The percentage vote required was more than 50%.

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this amendment are true and correct of
our own knowledge.


Date:  July 15, 1991

         s/Paul Segall
         ----------------------
         Paul Segall, President


         s/Judith Segall
         ------------------------
         Judith Segall, Secretary







                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION


    Ronald S. Barkin and Judith Segall certify that:

    1. They are the President and Secretary,  respectively,  of BioTime, Inc., a
California corporation.

    2. The sentence of Article THREE of the Articles of  Incorporation  that now
reads "The number of Common Shares which the  Corporation is authorized to issue
is  25,000,000  and the number of  Preferred  Shares  which the  Corporation  is
authorized to issue is 1,000,000" is amended to read as follows:

    "The number of Common Shares which the Corporation is authorized to issue is
    40,000,000  and the number of  Preferred  Shares  which the  Corporation  is
    authorized to issue is 1,000,000."

    3. The  foregoing  amendment  of  Articles  of  Incorporation  has been duly
approved by the board of directors.

    4. The  foregoing  amendment  of  Articles  of  Incorporation  has been duly
approved by the required vote of  shareholders in accordance with section 902 of
the  Corporations  Code.  The total number of  outstanding  Common Shares of the
corporation entitled to vote with respect to the amendment was 9,935,579.  There
are no Preferred Shares outstanding. The number of Common Shares voting in favor
of the amendment  equaled or exceeded the vote  required.  The  percentage  vote
required was more than 50%.

    We further  declare  under penalty of perjury under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

    Executed at Berkeley, California on June 1, 1998.


    s/Ronald S. Barkin
    --------------------
    Ronald S. Barkin
    President



    s/Judith Segall
    ---------------------
    Judith Segall
    Secretary