Exhibit 3.5


                            CERTIFICATE OF AMENDMENT

                                     OF THE

             THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          ALGORX PHARMACEUTICALS, INC.
                          ----------------------------

      AlgoRx Pharmaceuticals, Inc., a Delaware corporation (the "Company"),

hereby certifies:

      1. That the original Certificate of Incorporation was filed with the
Secretary of State of Delaware on March 6, 2001.

      2. That an Amended and Restated Certificate of Incorporation was filed
with the Secretary of State of Delaware on April 3, 2001.

      3. That a Certificate of Correction of the Amended and Restated
Certificate of Incorporation was filed with the Secretary of State of Delaware
on April 10, 2001.

      4. That a Certificate of Amendment of the Amended and Restated Certificate
of Incorporation was filed with the Secretary of State of Delaware on April 12,
2001.

      5. That the Second Amended and Restated Certificate of Incorporation was
filed with the Secretary of State of Delaware on March 20, 2002.

      6. That the Third Amended and Restated Certificate of Incorporation was
filed with the Secretary of State of Delaware on February 17, 2004.

      7. That Article IV of the Company's Third and Amended and Restated
Certificate is hereby amended by adding a new paragraph G which shall read as
follows:

            G. Effective as of the close of business on the day that the
      Certificate of Amendment which contains this provision is filed with the
      Office of the Secretary of State of the State of Delaware, each whole
      share of Common Stock issued and outstanding at such time shall be and
      hereby is automatically reclassified and changed into one-tenth (1/10th)
      of one share of Common Stock (the "Reverse Split"). There shall be no
      fractional shares issued in connection with the Reverse Split, and that
      stockholders who otherwise would be entitled to receive fractional shares
      shall be entitled to receive a cash payment without interest 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 Company's

      Common Stock, which price will be equal to the fair market value of one
      share of Common Stock as determined by the Company's Board of Directors as
      of the date on which the Reverse Split shall be effective.

      8. That Article IV, Section 4(l)(i) of the Company's Third Amended and
Restated Certificate of Incorporation is hereby amended to read as follows:

      Each share of Preferred Stock shall automatically be converted into shares
      of Common Stock, based on the then-effective Series A Preferred Conversion
      Price, the Series B Preferred Conversion Price or Series C Preferred
      Conversion Price, as applicable, immediately upon the closing of a firmly
      underwritten public offering pursuant to an effective registration
      statement under the Securities Act covering the offer and sale of Common
      Stock for the account of the Company in which (x) the per share price is
      at least one dollar and eighteen cents ($1.18) (as adjusted for stock
      splits, dividends, recapitalizations and the like after the filing date
      hereof), provided, however, in the event that the Company consummates its
      initial public offering pursuant to Registration Statement No. 333-120757
      on or prior to June 30, 2005, then this subsection (x) shall not be
      applicable and (y) the gross cash proceeds to the Company (before
      underwriting discounts, commissions and fees) are at least thirty million
      dollars ($30,000,000). Upon such automatic conversion, any declared and
      unpaid dividends shall be paid in accordance with the provisions of
      Section IV(E)(4)(d).


      9. The foregoing Certificate of Amendment has been duly adopted by this
Company's Board of Directors and stockholders in accordance with the provisions
of the Company's Amended and Restated Certificate of Incorporation and with
Sections 242, 245 and 228 of the General Corporation Law of the State of
Delaware.



      In witness whereof, the Corporation has caused this Certificate of
Amendment to be executed by its Chief Executive Officer this ___ day of
February, 2005.

                                 ALGORX PHARMACEUTICALS, INC.



                                 By:
                                    ---------------------------------------
                                    Ronald M. Burch, M.D., Ph.D.
                                    Chief Executive Officer