STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                           CENTURY LABORATORIES, INC.

a  corporation  organized  and  existing  under  and  by  virtue  of the General
Corporation  Law  of  the  State  of  Delaware.

DOES  HEREBY  CERTIFY:

FIRST;  That  by  written  consent  of  the  Board  of  Directors  of  CENTURY
LABORATORIES,  INC.  on  August  21,  2000 resolutions were duly adopted setting
forth  a  proposed  amendment  of  the  Certificate  of  Incorporation  of  said
corporation,  declaring  said amendment to be advisable and calling a meeting of
the  stockholders of said corporation for consideration thereof.  The resolution
setting  forth  the  proposed  amendment  is  as  follows;

RESOLVED,  that  the Certificate of Incorporation of this corporation be amended
by  changing  the  Article  thereof  numbered "FOURTH" so that, as amended, said
Article  shall  be  and  read  as  follows:

     FOURTH:     The  total  number of shares of stock which this corporation is
authorized  to  issue  is:

     Sixty-five Million (65,000,000) shares of common stock at $0.001 par value,
Ten  Million  (10,000,000)  shares  of  preferred  stock  at  $0.001  par value.

SECOND:  That  thereafter,  pursuant  to resolution of its Board of Directors, a
written  consent  of  the  stockholders  of  said  corporation  was  obtained in
accordance  with  Section  228  of  the  General Corporation Law of the State of
Delaware  in which consent the necessary number of shares as required by statute
were  voted  in  favor  of  the  amendment.

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

FOURTH:  That  the  capital of said corporation shall not be reduced under or by
reason  of  said  amendment.

IN  WITNESS  WHEREOF,  said  CENTURY  LABORATORIES,  INC.
has  caused  this  certificate  to  be  signed  by
ROBERT  BRYAN,  an  Authorized  officer,
this  21ST  day  of  August,  2000


BY:/s/______________________________
      Robert  Bryan, President

STATE  OF  DELAWARE
SECRETARY  OF  STATE
DIVISION  OF  CORPORATIONS
FILED  09:00  AM  10/26/2000
001541417  -  0524612