CERTIFICATE OF INCREASE
                                          OF
                         SERIES A CONVERTIBLE PREFERRED STOCK
                                          OF
                            ATLANTIC PHARMACEUTICALS, INC.

                PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                               OF THE STATE OF DELAWARE


         Atlantic Pharmaceuticals, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 151(g) thereof, DOES
HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors
by Section B of Article Four of the Restated Certificate of Incorporation, the
Board of Directors of the Corporation adopted on August 7, 1997 the following
resolution increasing the number of authorized shares of Series A Convertible
Preferred Stock, par value $0.001 per share, of the Corporation:


              RESOLVED, that the number of shares of Series A
              Convertible Preferred Stock, par value $0.001 per
              share, of the Corporation be increased from
              1,100,000 to 1,375,000, and that the appropriate
              officers of the Corporation be, and each of them
              hereby is, authorized to prepare or cause to be
              filed with the Secretary of State of the State of
              Delaware a Certificate of Increase increasing the
              number of shares constituting Series A Convertible
              Preferred Stock, par value $0.001 per share, from
              1,100,000 to 1,375,000.


         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
duly executed this 7th day of August, 1997.


                             ATLANTIC PHARMACEUTICALS, INC.


                             By: /s/ Jon D. Lindjord
                                 -------------------
                                  Jon D. Lindjord,
                                  President and Chief Executive Officer