Exhibit 3.1 (l)

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF
                               IMMUNOMEDICS, INC.

                ------------------------------------------------

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

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        It is hereby certified that:

        1.     The name of the corporation is Immunomedics, Inc. (the
"Corporation").

        2.   The Certificate of Incorporation of the Corporation was
filed in the office of the Secretary of State of the State of

Delaware on July 6, 1982.

        3. The Certificate of Incorporation of the Corporation is hereby amended
by deleting in its entirety  Paragraph  (a) of ARTICLE IV and  substituting  the
following therefor:

                      "(a) The  Corporation  shall be authorized to issue eighty
               million (80,000,000)  shares,  consisting of seventy (70,000,000)
               shares  of  Common  Stock,  $.01 par  value  per  share  ("Common
               Stock"),  and ten million (10,000,000) shares of Preferred Stock,
               $.01 par value per share ("Preferred Stock")."

        4. The amendment to the Certificate of Incorporation set forth above has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.

        IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  of
Amendment to be signed by its Chairman of the Board and Chief Executive  Officer
and attested to by its Secretary this 5th day of November, 1996.

                                     /s/ David M. Goldenberg
                                    -------------------------------------
                                    David M. Goldenberg
                                    Chairman of the Board and
                                    Chief Executive Officer

Attest:

 /s/ Phyllis Parker
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Phyllis Parker
Secretary