Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 CEPHALON, INC.
                                     *****

     Cephalon, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: The restated Certificate of Incorporation is hereby amended by
deleting the first sentence of Article Fourth thereof and inserting the
following in lieu thereof:

               FOURTH: The total number of shares of stock which
               the corporation shall have authority to issue is
               two hundred-five million (205,000,000), of which
               two hundred million (200,000,000) shares are
               Common Stock and five million (5,000,000) shares
               are Preferred Stock, and the par value of each of
               such shares is one cent ($0.01), amounting in the
               aggregate to two million fifty thousand dollars
               ($2,050,000.00).

     SECOND: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said Cephalon, Inc. has caused this certificate to be
signed by Frank A. Baldino, Jr., its Chairman and Chief Executive Officer, this
15th day of May, 2002.


                                        CEPHALON, INC.


                                        By: /s/ Frank A. Baldino, Jr.
                                            -----------------------------
                                            Frank A. Baldino, Jr.
                                            Chairman and Chief Executive Officer