EXHIBIT 3.7


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ADVENTRX PHARMACEUTICALS, INC.


      The undersigned, Nicholas J. Virca, hereby certifies that:

      1. He is the duly elected and acting Chief Executive Officer and President
of ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "Corporation").

      2. The Certificate of Incorporation of the Corporation was originally
filed with the Secretary of State of the State of Delaware on December l, 1995.

      3. The amendment to the Certificate of Incorporation of the Corporation
set forth below was duly adopted by the Corporation's Board of Directors and
stockholders in accordance with the applicable provisions of Sections 141, 228
and 242 of the Delaware General Corporation Law.

      4. Article IV, Sections 4 and 4.1 of the Certificate of Incorporation of
the Corporation shall be amended to read in their entirety as follows:

                  "4. The Corporation is authorized to issue up to 101,000,000
                  shares of stock in two classes to be designated, respectively,
                  Preferred Stock, par value $0.01 per share (`Preferred"), and
                  Common Stock, par value $0.001 per share ("Common").

                  4.1 The total number of shares of Common that the Corporation
                  shall have authority to issue is 100,000,000. The total number
                  of shares of Preferred that the Corporation shall have
                  authority to issue is 1,000,000. Shares of Preferred maybe
                  issued from time to time in one or more series."

      Executed at San Diego, California, on January 5, 2004.




                       /s/ Nicholas J. Virca
                       ---------------------------------------------------------
                       Nicholas J. Virca, Chief Executive Officer and President