Exhibit 3.3
                    CERTIFICATE OF AMENDMENT OF
               RESTATED CERTIFICATE OF INCORPORATION
                        OF ALZA CORPORATION


      ALZA Corporation, a corporation organized and existing under
and  by  virtue  of the General Corporation Law of  the  State  of
Delaware (the "Company"), DOES HEREBY CERTIFY:

      FIRST:     That  the Board of Directors of the Company  (the
"Board"),  at  a meeting held on September 11, 2000, duly  adopted
resolutions  setting forth a proposed amendment  of  the  Restated
Certificate  of  Incorporation  of  the  Company,  declaring  said
amendment  to  be  advisable  and authorizing  and  directing  the
officers  and directors of the Company to solicit the  consent  of
the stockholders of the Company for consideration thereof.

      Therefore, the first paragraph of Article 4 of the  Restated
Certificate of Incorporation of the Company is hereby  amended  to
read as follows:

     "4.  The corporation is authorized to issue two classes of
     stock, which shall be known as Preferred Stock and Common
     Stock.  The total number of shares of stock of all classes
     that this corporation is authorized to issue is
     1,000,100,000.  Each share of Preferred Stock of this
     corporation shall have a par value of $0.01 and each share
     of Common Stock of this corporation shall have a par value
     of $0.005.  The total number of shares of Preferred Stock
     which this corporation is authorized to issue is 100,000.
     The total number of shares of Common Stock which this
     corporation is authorized to issue is 1,000,000,000.  At
     the effective time of this Certificate of Amendment to the
     Restated Certificate of Incorporation, each of the issued
     and outstanding shares of Common Stock of the corporation
     shall be changed and converted into two (2) shares of
     Common Stock of the corporation."


      SECOND:   That, thereafter, the necessary number of  shares
of  the  Company's  capital stock, as  required  by  the  General
Corporation Law of the State of Delaware, voted in favor  of  the
foregoing  amendment  at  a  special  meeting  of  the  Company's
stockholders held on October 31, 2000;

     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; and

      FOURTH:    That  said amendment shall become  effective  on
November 1, 2000.


      IN WITNESS WHEREOF, the Company has caused this Certificate
of  Amendment of the Restated Certificate of Incorporation to  be
signed  by  Peter  D. Staple its Executive Vice President,  Chief
Administrative Officer, General Counsel and Assistant  Secretary,
this 31st day of October, 2000.

                                   ALZA CORPORATION

                                   By:  /s/Peter D. Staple
                                        Peter D. Staple
                                   Its: Executive Vice President,
                                        Chief Administrative
                                        Officer, General Counsel
                                        and Assistant Secretary