EXHIBIT 3.5

                           CERTIFICATE OF AMENDMENT OF

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          ADEZA BIOMEDICAL CORPORATION


     The undersigned, Emory V. Anderson, hereby certifies that:

     1.   He is the duly elected and acting President and Chief Executive
Officer of Adeza Biomedical Corporation, a Delaware corporation.

     2.   The original Certificate of Incorporation was filed with the Secretary
of State of Delaware on May 7, 1996.

     3.   An Amended and Restated Certificate of Incorporation was filed with
the Secretary of State of Delaware on September 18, 2000.

     4.   An Amended and Restated Certificate of Incorporation was filed with
the Secretary of State of Delaware on September 18, 2001.

     5.   Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, this Certificate of Amendment adds the following paragraph to the end
of Article IV(A) of this Corporation's Amended and Restated Certificate of
Incorporation:

     "Upon the filing of this Certificate of Amendment with the Delaware
     Secretary of State (the "Effective Date"), each four shares of the Common
     Stock of the Corporation issued and outstanding shall be reclassified and
     combined into three shares of Common Stock of the Corporation. There shall
     be no fractional shares issued. Stockholders who otherwise would be
     entitled to receive fractional shares shall be entitled to receive a cash
     payment in lieu thereof at a price equal to the fraction to which the
     stockholder would otherwise be entitled multiplied by the price per share
     of the Common Stock in the initial public offering of the Common Stock;
     provided, however, that in the event that the initial public offering of
     the Common Stock does not occur within ten (10) business days after the
     Effective Date, the Board of Directors shall determine the fair market
     value of one share of Common Stock as of the Effective Date for purposes of
     such cash payment. The ownership of a fractional interest will not give the
     holder thereof any voting, dividend or other rights except to receive
     payment therefore as described herein."

     4.   The foregoing Certificate of Amendment has been duly adopted by this
corporation's Board of Directors and stockholders in accordance with the
provisions the Corporation's Amended and Restated Certificate of Incorporation
and with Sections 242, 245

and 228 of the General Corporation Law of the State of Delaware by the directors
and stockholders of the Corporation.

     This Certificate of Amendment is executed at Sunnyvale, California,
December 6, 2004.



                                        /s/ Emory V. Anderson
                                        ----------------------------------------
                                        Emory V. Anderson
                                        President and Chief Executive Officer