Exhibit 3.4

                            CERTIFICATE OF AMENDMENT
                                       OF
                            THE AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         CALYPTE BIOMEDICAL CORPORATION

         CALYPTE BIOMEDICAL  CORPORATION,  a corporation  organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
does hereby certify:

         FIRST:  That  at a  meeting  of  the  Board  of  Directors  of  CALYPTE
BIOMEDICAL  CORPORATION,  resolutions  were duly  adopted by  unanimous  written
consent dated March 28, 2003,  setting forth a proposed amendment of the Amended
and Restated  Certificate of Incorporation of said  corporation,  declaring said
amendment  to be  advisable  and calling a meeting of the  stockholders  of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

         RESOLVED, that the Amended and Restated Certificate of Incorporation of
this  corporation  be amended by  changing  the first  paragraph  of the Article
thereof  numbered  "IV",  so that,  as  amended,  said  paragraph  shall read as
follows:

         "IV:

                  The  corporation  is authorized to issue two classes of shares
of stock to be  designated,  respectively,  Common Stock,  $0.03 par value,  and
Preferred  Stock,  $0.001  par  value.  The  total  number  of  shares  that the
corporation is authorized to issue is 805,000,000  shares.  The number of shares
of Common Stock  authorized  is  800,000,000  and the number of Preferred  Stock
authorized is 5,000,000."

         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.

         FOURTH:  That the  capital  of  said  corporation  shall not be reduced
under or by reason of said amendment.



         FIFTH:   That said amendment shall become effective on May 27, 2003.

         IN WITNESS WHEREOF, said CALYPTE BIOMEDICAL CORPORATION has caused this
certificate to be signed by its Executive Chairman of the Board this 20th day of
May, 2003.

                                                 /s/Anthony J. Cataldo
                                                 -------------------------------
                                                 Anthony J. Cataldo
                                                 Executive Chairman of the Board