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                                                                    Exhibit 99.1

                            CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              NEOPROBE CORPORATION


     NEOPROBE CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     1. That the Board of Directors of the Corporation, in a meeting duly called
and held on the 18th day of January, 1996, adopted the following resolution:

     RESOLVED, that Article Eight of the Certificate of Incorporation of the
Company be amended in its entirety to read as follows:

     Notwithstanding any other provision set forth in the Certificate of
Incorporation of the Company or its By-laws, the board of directors shall be
divided into three classes; the term of office of those of the first class to
expire at the annual meeting next ensuing; of the second class one year
thereafter; of the third class two years thereafter; and at each annual election
held after the initial classification of the board of directors and election of
directors to such classes, directors shall be chosen for a full term of three
years, as the case may be, to succeed those whose terms expire. The total number
of directors constituting the full board of directors and the number of
directors in each class shall be fixed by, or in the manner provided in the
By-laws, but the total number of directors shall not exceed seventeen (17) nor
shall the number of directors in any class exceed six (6). Subject to the
foregoing, the classes of directors need not have the same number of members. No
reduction in the total number of directors or in the number of directors in any
class shall be effective to remove any director or to reduce the term of any
director. If the board of directors increases the number of directors in a
class, it may fill the vacancy created thereby for the full remaining term of a
director in that class even though such term may extend beyond the next annual
election. The board of directors may fill any vacancy occurring for any other
reason for the full remaining term of the director whose death, resignation or
removal caused the vacancy, even though such term may extend beyond the next
annual election.

     2. That a majority of the holders of the only class of outstanding stock
entitled to vote thereon, in a meeting duly called and held on the 30th day of
May, 1996, in accordance with Section 242 of the General Corporation Law of the
State of Delaware, duly adopted said amendment.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by David C. Bupp, its President, and attested by Jerry K. Mueller, Jr.,
its Secretary, who hereby declare and certify, under penalty of perjury, that
this instrument is their act and deed and the facts herein stated are true, this
30th day of May, 1996.


                                              NEOPROBE CORPORATION


                                              By /s/ David C. Bupp
                                                 ------------------------
                                                 David C. Bupp, President
Attest:


/s/ Jerry K. Mueller, Jr.
- --------------------------------
Jerry K. Mueller, Jr., Secretary