Exhibit 3.1
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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          ARIAD PHARMACEUTICALS, INC.


     It  is  hereby  certified  that:

FIRST:    The  name  of  the  corporation  is  ARIAD Pharmaceuticals, Inc. (the
          "Corporation").

SECOND:   The Certificate of Incorporation of the Corporation was filed
          on April 12, 1991 under the name ARIAD Corporation. Thereafter the
          Certificate of Incorporation was amended by Certificates of Amendment
          filed on April 16, 1991, May 3, 1991, which changed the name of the
          Corporation to ARIAD Pharmaceuticals, Inc., January 15, 1992, April 8,
          1994, October 7, 1994, Certificates of Designation filed on December
          16, 1994, March 18, 1997, November 9, 1998 and June 19, 2000, and a
          Certificate of Amendment filed on June 25, 2004, and a Certificate of
          Merger was filed on September 12, 2008. The Certificate of
          Incorporation, as amended, is hereby further amended by striking out
          the first paragraph of Section 4 in its entirety and by substituting
          in lieu thereof the following:

          "4.  Number  of  Shares.  The  total  number  of shares of all classes
               of  stock  which the Corporation shall have authority to issue is
               250,000,000  shares,  consisting  of 240,000,000 shares of common
               stock,  $.001  par  value  per  share  (the  "Common  Stock") and
               10,000,000  shares  of  preferred stock, $.01 par value per share
               (the  "Preferred  Stock")."

THIRD:    The amendment of the Certificate of Incorporation herein
          certified has been duly adopted in accordance with the provisions of
          Section 228 and Section 242 of the General Corporation Law of the
          State of Delaware.

     EXECUTED,  effective  as  of  this  20th  day  of  January  2010.


                                      ARIAD PHARMACEUTICALS, INC.


                                      By:   /s/ Harvey J. Berger
                                            ------------------------
                                            Harvey J. Berger, M.D.
                                            Chairman and Chief Executive Officer

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