Exhibit 3.4

                         CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                       HOLLIS-EDEN PHARMACEUTICALS, INC.

  Hollis-Eden Pharmaceuticals, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify that:

  1. The name of the Corporation is Hollis-Eden Pharmaceuticals, Inc. The
Corporation was originally incorporated under the name Initial Acquisition Corp.
The original Certificate of Incorporation for Initial Acquisition Corp. was
filed with the Secretary of State of the State of Delaware (the "Secretary of
State") on November 18, 1992. The name of the Corporation was changed from
Initial Acquisition Corp. to Hollis-Eden Pharmaceuticals, Inc. through a
Certificate of Merger filed with the Secretary of State on March 26, 1997.

  2. Pursuant to a meeting of the Board of Directors of the Corporation in
accordance with the provisions of Sections 141 and 242 of the DGCL, the
Corporation adopted resolutions setting forth a proposed Amendment to
Certificate of Incorporation of the Corporation, declaring said Amendment to
Certificate of Incorporation to be advisable and authorizing the officers of the
Corporation to present the proposed Amendment to Certificate of Incorporation to
the stockholders of the Corporation for their consideration.

  3. Thereafter, the proposed Amendment to Certificate of Incorporation of the
Corporation was approved by the holders of a majority of the outstanding shares
of stock of the Corporation entitled to vote thereon at a duly convened annual
meeting of stockholders called in accordance with Section 222 of the DGCL.

  4. Pursuant to Section 242 of the DGCL, this Amendment to Certificate of
Incorporation amends the provisions of the Certificate of Incorporation of this
Corporation filed with the Secretary of State on March 26, 1997.

  5. This Certificate of Incorporation was duly adopted in accordance with the
provisions of Sections 141 and 242 of the DGCL.

  6. Paragraph A of Article IV of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:

     "IV(A). This corporation is authorized to issue two classes of
     stock to be designated, respectively, "Common Stock" and "Preferred
     Stock." The total number of shares which the corporation is
     authorized to issue is sixty million (60,000,000) shares. Fifty
     million (50,000,000) shares shall be Common Stock, each having a
     par value of one cent ($.01). Ten million (10,000,000) shares shall
     be Preferred Stock, each having a par value of one cent ($.01)."



  In Witness Whereof, Hollis-Eden Pharmaceuticals, Inc. has caused this
Certificate of Amendment to be signed by its Vice President and Corporate
General Counsel this 30th day of July, 2001.


                                   Hollis-Eden Pharmaceuticals, Inc.


                                   By: /s/ Eric J. Loumeau
                                       ------------------------------
                                       Eric J. Loumeau, Esq.
                                       Vice President, Corporate General Counsel