CYPROS PHARMACEUTICAL CORPORATION                 EXHIBIT 3.4
CERTIFICATE OF ADOPTION OF
BYLAW AMENDMENT

David W. Nassif certifies that:

1.   He is a Vice President and Secretary of Cypros
Pharmaceutical Corporation (the"Corporation"), a California
corporation.

2.   In his above capacity as Secretary he has access to the
corporate records of said Corporation;

3.   The following resolution was duly moved, seconded and
adopted by a unanimous written consent of the Board of Directors
of the Corporation dated November 6, 1995, and that subsequently
the following resolution was duly moved, seconded and
adopted by a majority of the 11,404,373 outstanding shares of
Common Stock of the Corporation entitled to vote at its Annual
Meeting of Shareholders held at the executive offices of the
Corporation on January 22, 1996 (the "Annual Meeting") in
accordance with Section 903 (a) (1) of the General Corporation
Law of the State of California;

RESOLVED, that Article III, Section 2 of the Bylaws of the
Company, as amended, is amended to read in its entirety as
follows:

"Section 2.  -   Number and Qualification of Directors.The
number of directors of the Corporation shall be not less
than four (4) nor more than (7). The exact number of
directors shall be five (5) until changed, within the limits
specified above, by a bylaw amending this Section 2, duly
adopted by the board of directors or by the shareholders.
The indefinite number of directors may be changed, or a
definite number fixed without provision for an indefinite
number, by a duly adopted amendment to the articles of
incorporation or by an amendment to this bylaw duly adopted
by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote. No amendment may
change the stated maximum number of authorized directors to
a number greater than two (2) times the stated minimum
number of directors minus (1)."

I 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 my own knowledge.

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
February, 1996.

/s/ David W. Nassif
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David W. Nassif
Vice President and Secretary