EXHIBIT 3.1.3

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                               CELSION CORPORATION

                            (A MARYLAND CORPORATION)

                                      INTO

                         CELSION (DELAWARE) CORPORATION

                            (A DELAWARE CORPORATION)

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 PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
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    Celsion Corporation,  a corporation organized and existing under the laws of
the State of Maryland (hereinafter the "Corporation", DOES HEREBY CERTIFY THAT:

    FIRST:  The  Corporation  was  incorporated  in 1982  under the name of A.Y.
Cheung  Associates,  Inc.,  which then changed its name to Cheung  Laboratories,
before  changing its name to its present  corporate  name.  This  Certificate is
prepared and filed pursuant to the General Corporation of the State of Maryland,
the provisions of which permit the merger of a parent corporation  organized and
existing  under the laws of said State into a subsidiary  corporation  organized
and existing under the laws of a foreign state.

    SECOND:  The  Corporation  owns all of the  outstanding  shares  of  Celsion
(Delaware)  Corporation,  a  corporation  incorporated  pursuant  to the General
Corporation Law of the State of Delaware of May 17, 2000.

    THIRD:  The  Corporation,  by  resolution  of its Board of  Directors,  duly
adopted by the unanimous  written  consent of the members thereof and filed with
the minutes of such Board on May 25, 2000, determined to, and effective upon the
filing of this  Certificate  of Ownership and Merger with the Secretary of State
of the State of Delaware hereby does, merger itself into said Celsion (Delaware)
Corporation, resolving as follows:

    WHEREAS,  the  Corporation  is the  legal  and  beneficial  owner of all the
outstanding shares of Celsion  (Delaware)  Corporation,  a Delaware  corporation
(hereinafter the "Surviving Corporation"),  and desires to merge itself into the
Surviving  Corporation,  vesting in the Surviving Corporation all of the estate,
property,  rights,  privileges  and  franchises  now  held and  enjoyed  by this
Corporation; therefore it is

        "RESOLVED, that the Plan and Agreement of Merger, which provides for the
    merger of the Corporation into Celsion  (Delaware)  Corporation,  a Delaware
    corporation  (the  "Surviving  Corporation"),  and each and  every  term and
    condition thereof,  is hereby ADOPTED,  APPROVED,  RATIFIED and CONFIRMED in
    all  respects,  including,  without  limitation  (i)  the  exchange  of each
    outstanding  share of Common Stock of the  Corporation  for one (1) share of
    Common Stock of the  Surviving  Corporation;  (ii) the change of name of the
    Surviving  Corporation to Celsion  Corporation;  (iii) the  designation  and
    election of the present  directors  and officers of the  Corporation  as the
    directors and officers of the Surviving  Corporation;  and (iv) the adoption
    of the By-Laws of the Surviving Corporation; and it is further

        RESOLVED,  that the Plan and  Agreement  of Merger shall be submitted to
    the holders of the  Corporation's  Common  Stock  entitled to vote for their
    review and action in connection therewith; and it is further

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        RESOLVED,  that,  subject to the  approval of the Plan and  Agreement of
    Merger by such  shareholders,  the chief executive officer and treasurer and
    secretary of the Corporation are hereby  authorized and directed to prepare,
    execute and file  appropriate  certificates  of ownership and merger and any
    and all other  documents  required  in order to  effectuate  such  merger as
    promptly as possible,  including,  without limitation, any corporate tax and
    estimated tax returns for the  Corporation for any state requiring same; and
    it is further

        RESOLVED,  that the chief executive  officer and treasurer and secretary
    of the  Corporation  are hereby  authorized and directed to take any and all
    other  actions,  and to  prepare,  execute  and  deliver  or file any  other
    documents,  agreements or certificates  necessary or desirable in connection
    with, and in order to carry out intent of, such merger and the  transactions
    related  thereto,  including,  without  limitation,  (i)  the  obtaining  of
    authorizations for the Surviving Corporation to do business in the states in
    which the  Corporation  has previously been authorized to do business and in
    such  other  states  and  jurisdictions  as the  officers  of the  Surviving
    Corporation  shall determine,  and (ii) the withdrawal by the Corporation of
    its  qualification  to do  business  in each of those  states  in which  the
    Surviving Corporation will be authorized to do business".

    FOURTH: The merger of this Corporation into the Surviving  Corporation shall
become effective upon the filing of this Certificate with the Secretary of State
of the Surviving Corporation.

    FIFTH:  The merger has been approved by the  shareholders of the Corporation
entitled to vote thereon at the  Corporation's  annual meeting of  shareholders,
which meeting took place on June 1, 2000.

    SIXTH:  All steps  necessary  to  approve  and  authorize  the merger of the
Corporation into the Surviving Corporation have been duly taken.

    IN WITNESS  WHEREOF,  the undersigned has executed this Certificate this 1st
day of June,  2000,  and affirms  that the  statements  herein and the  contents
hereof are true under the penalties of perjury.

                               CELSION CORPORATION
                            (a Maryland corporation)
                                  /s/Spencer J. Volk
                                  --------------------------------------
                                     Spencer J. Volk
                                     President and Chief Executive Officer

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