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                                                                     Exhibit 3.3


                          CERTIFICATE OF ELIMINATION
                                       OF
                              NEOPROBE CORPORATION


         Neoprobe Corporation, a corporation organized and existing under the
general Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST:That the Board of Directors by unanimous written consent of its
members, filed with the minutes of the Board, duly adopted resolutions setting
forth the proposed elimination of the Preferred Stock designated as "5% Series B
Convertible Preferred Stock" as set forth herein:

                  RESOLVED, that no shares of the 5% Series B Convertible
                  Preferred Stock are outstanding and none will be issued.

                  FURTHER RESOLVED, that a Certificate of Elimination be
                  executed which shall have the effect when filed in Delaware of
                  eliminating from the Restated Certificate of Incorporation all
                  reference to the 5% Series B Convertible Preferred Stock.

         SECOND: None of the authorized shares of the 5% Series B Convertible
Preferred Stock are outstanding and none will be issued.

         THIRD: In accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the Restated Certificate of
Incorporation is hereby amended to eliminate all reference to the 5% Series B
Convertible Preferred Stock.

         IN WITNESS WHEREOF, said Neoprobe Corporation has caused this
Certificate of Elimination to be signed by David C. Bupp, its President and CEO,
this 9th day of May, 2000.


                                             NEOPROBE CORPORATION

                                             By:/s/David C. Bupp
                                                ---------------------------

                                             Its: President & CEO