EXHIBIT 3.1


                        Form of Certificate of Amendment
                                       of
                            Articles of Incorporation
                                       of
                           Genelabs Technologies, Inc.

James A.D. Smith and Heather C. Keller certify that:

1.       They are the Chief Executive Officer and Secretary of Genelabs
         Technologies, Inc., a California corporation.

2.       The THIRD Article of the Articles of Incorporation of this corporation
         is hereby amended such that the following paragraph shall be inserted
         after the second paragraph thereof:

                  "(A) Upon the Certificate of Amendment becoming effective
                  pursuant to the California Corporations Code of the State of
                  California and without further action on the part of the
                  Corporation or its shareholders, each five (5) shares of
                  Common Stock then issued and outstanding shall be changed and
                  reclassified into one (1) fully paid and nonassessable share
                  of Common Stock. To reflect the said change and
                  reclassification, each certificate representing shares of
                  Common Stock then issued and outstanding, shall represent
                  one-fifth the number of shares of Common Stock issued and
                  outstanding after such change and reclassification; and the
                  holder of record of each five (5) shares of Common Stock will
                  have or be entitled to a certificate representing one (1)
                  share of Common Stock of the kind authorized by the
                  Certificate of Amendment. All holders of fractional shares
                  resulting from the reverse stock split shall, in lieu thereof,
                  be entitled to receive a cash payment in an amount equal to
                  the fraction to which the shareholder would otherwise be
                  entitled multiplied by the average of the closing prices of
                  the Common Stock on the thirty (30) trading days preceding the
                  date that is five (5) trading days before the effective time
                  of the reverse stock split (as adjusted for the reverse stock
                  split, or if such prices are not available, the average of the
                  last bid and asked prices of the Common Stock on such days, as
                  adjusted for the reverse stock split, or other price
                  determined by the Board of Directors)."

3.       The foregoing Amendment of Articles of Incorporation has been duly
         approved by the required vote of the holders of Common Stock pursuant
         to Section 903 of the California Corporations Code. The total number of
         outstanding shares of Common Stock as of the record date of the vote,
         April 22, 2005, was 88,503,779. No shares of Preferred Stock were
         outstanding. The number of shares voting in favor of the amendment
         equaled or exceeded the vote required. The percentage vote required was
         more than 50% of the outstanding shares of Common Stock.

        We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Dated: December     , 2005
                                                 ------------------------------
                                                 James A.D. Smith
                                                 Chief Executive Officer


                                                 ------------------------------
                                                 Heather C. Keller
                                                 Secretary