EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT TO 
                          CERTIFICATE OF INCORPORATION OF
                             MOLECULAR BIOSYSTEMS, INC.

     Molecular Biosystems, Inc. a corporation duly organized and existing under
the General Corporation Laws of the State of Delaware (the "Corporation"),
hereby certifies that:

     FIRST.  The Board of Directors of the Corporation, by unanimous vote of 
its members at a meeting duly convened pursuant to the General Corporation 
Law of the State of Delaware, at which a quorum of the members of the Board 
of Directors was present in person, duly adopted a resolution proposing and 
declaring advisable an amendment to the Corporation's Certificate of 
Incorporation to amend Article 4(a) of the Corporation's Certificate of 
Incorporation to read as follows:

          "Paragraph 4(a).  The Corporation shall have authority to
          issue a total of 40,000,000 shares of common stock, par
          value $.01 per share."

     SECOND.  This amendment was duly considered and approved by the majority 
of the stockholders entitled to vote and voting at an annual meeting of the 
stockholders held upon notice in accordance with Section 222 of the General 
Corporation Law of the State of Delaware.  

     THIRD.  This 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, the undersigned, Molecular Biosystems, Inc., has 
caused this Certificate of Amendment to be signed by Kenneth J. Widder, M.D., 
its Chairman of the Board of Directors and Chief Executive Officer, and 
attested to by Craig P. Colmar, Secretary, on this 20th day of August, 1996.

                              MOLECULAR BIOSYSTEMS, INC.



                              By:  /s/ Kenneth J. Widder, M.D.
                                   ---------------------------------
                                   Kenneth J. Widder, M.D., CHAIRMAN
                                OF THE BOARD AND CHIEF EXECUTIVE OFFICER

ATTEST:

Craig P. Colmar, SECRETARY