EXHIBIT 3(c)





                          CERTIFICATE OF AMENDMENT OF
                          ---------------------------

                     RESTATED CERTIFICATE OF INCORPORATION
                     -------------------------------------

                                       OF
                                       --

                            OXIS INTERNATIONAL, INC.
                            ------------------------



     OXIS International, Inc., a Delaware corporation (the "Corporation"), DOES
HEREBY CERTIFY:

     FIRST:  That the Board of Directors of the Corporation, at a duly called
meeting of the Board of Directors or by a unanimous written consent of the
directors, adopted a resolution proposing and declaring advisable the following
amendment to the Restated Certificate of Incorporation of the Corporation:

          "RESOLVED that the Restated Certificate of Incorporation of this
     corporation, OXIS International, Inc., a Delaware corporation (the
     "Company") be amended as follows:

     1.  Section B.2(b) of the Certificate of Designations, Preferences and
     Rights of Series B Preferred Stock of the Company (the "Series B
     Certificate") is hereby amended to read in its entirety as follows:

     "(b)  The number of directors shall be set as provided in the Bylaws of the
     Corporation.  So long as any shares of Series B Preferred Stock remain
     outstanding, the holders of the Series B Preferred Stock outstanding shall
     vote together with the Common Stock as a single class with respect to the
     election of directors."

     2.  Section B.2(c) of the Series B Certificate is hereby deleted in its
     entirety."

     SECOND:  That the foregoing amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware and Section B.5 of the Corporation's Certificate of
Designations, Preferences and Rights of Series B Preferred Stock.

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     IN WITNESS WHEREOF, the Corporation has caused this Amendment of its
Restated Certificate of Incorporation to be duly executed by its Chairman of the
Board and attested to by its Secretary this ____ day of January, 1996.

                               OXIS INTERNATIONAL, INC.


                               By:  /s/ Ray R. Rogers
                                    -----------------
                                    Ray R. Rogers
                                    Chairman of the Board
ATTEST:


/s/ Jon S. Pitcher
- ------------------
Jon S. Pitcher
Secretary

15820/014/107077.

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