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                                                              EXHIBIT NO. 3.1(a)

                            CERTIFICATE OF AMENDMENT
                                       OF
                           ARTICLES OF INCORPORATION
                                       OF
                          WATSON PHARMACEUTICALS, INC.

        Pursuant to provisions of Nevada Revised Statutes, Title 7, Chapter 78,
the undersigned officers do hereby certify:

        FIRST:          The name of the Corporation is WATSON PHARMACEUTICALS,
                        INC.

        SECOND:         The Board of Directors of the Corporation duly adopted
                        the following resolution on February 26, 1996.

                NOW, THEREFORE, BE IT RESOLVED, that subject to approval of the
        stockholders of the Corporation, Article V of the Articles of
        Incorporation of the Corporation is amended to be and read as follows:

                                   ARTICLE V
                                   ---------

                The Corporation is authorized to issue a total of Five Hundred
        and Two Million Five Hundred Thousand (502,500,000) shares of stock,
        Five Hundred Million (500,000,000) shares of which shall be classified
        as common stock, $.0033 par value per share, and Two Million Five
        Hundred Thousand (2,500,000) shares of which shall be classified as
        preferred stock, no par value per share.  The holders of both classes of
        stock shall not be entitled to exercise cumulative voting or preemptive
        rights.

                The voting powers, designations, preferences, limitations,
        restrictions, relative rights and distinguishing designation in respect
        of the shares of the preferred stock shall be as stated in the
        resolution or resolutions providing for the issuance of such preferred
        stock adopted or to be adopted by the Board of Directors of the
        Corporation pursuant to the authority hereby expressly vested in the
        Board of Directors of the Corporation by these Articles of
        Incorporation.

        THIRD:          As of March 15, 1996, the record date of the annual
                        meeting of stockholders of the Corporation, the total
                        number of outstanding shares having voting power of the
                        Corporation is 36,607,903, and the total number of votes
                        entitled to be cast by the holders of all of said
                        outstanding shares is 36,607,903.


        FOURTH:         On May 10, 1996, at the Annual Meeting of stockholders
                        of the Corporation, notice of which was duly given, the
                        amendment herein certified was adopted by the holders of
                        19,372,801 shares of common

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                        stock, $.0033 par value per share, of the Corporation,
                        which represent 19,372,801 votes, and which constitute
                        at least a majority of all of the voting power of the
                        holders of shares having voting power.

Signed:         May 10, 1996


                                        WATSON PHARMACEUTICALS, INC.

                                        By:              [SIG]
                                           -----------------------------------
                                              Dr. Melvin Sharoky, President

                                        By:              [SIG]
                                           -----------------------------------
                                              Michel J. Feldman, Secretary




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