Exhibit 3.4

                            CERTIFICATE OF AMENDMENT
                                       TO
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          IMMTECH PHARMACEUTICALS, INC.

          ============================================================

         Adopted in accordance with the provisions of Section 242 of the
                General Corporation Law of the State of Delaware

          ============================================================


        IMMTECH  PHARMACEUTICALS,   INC.  (the  "Corporation"),   a  corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:

        FIRST: That the name of the Corporation is Immtech Pharmaceuticals, Inc.

        SECOND:   That  the  original   certificate  of   incorporation  of  the
Corporation  was filed with the  Secretary  of State of the State of Delaware on
December 18, 1992.

        THIRD: That the Corporation's Amended and Restated Certificate of
Incorporation, as amended (the "Restated Certificate"), be amended by deleting
Article Fifth in its entirety and substituting in lieu thereof:

               "ARTICLE FIFTH. The number of directors shall be fixed from time
        to time in the manner provided in the By-Laws."

        FOURTH:  That except as expressly  provided herein, all of the terms and
provisions of the Restated Certificate shall remain in full force and effect and
are hereby ratified and confirmed in all respects.

        FIFTH:  That  at a  meeting  of the  Corporation's  Board  of  Directors
resolutions  were duly  adopted  setting  forth the  aforesaid  amendment to the
Restated  Certificate,  declaring  said  amendment to be advisable and calling a
meeting of the stockholders of the Corporation for consideration thereof.

        SIXTH:  That  thereafter,  the annual meeting of the stockholders of the
Corporation  was duly called and held upon notice in accordance with Section 222
of the General  Corporation  Law of the State of  Delaware at which  meeting the
necessary  number of shares as  required  by statute  were voted in favor of the
amendment.

        SEVENTH:  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, the Corporation has caused this Certificate to be
signed as of this 17th day of April, 2007.


                                   IMMTECH PHARMACEUTICALS, INC.


                                   By:     /s/ Gary C. Parks
                                      -----------------------------------------
                                           Name:  Gary C. Parks
                                           Title:   Chief Financial Officer



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