AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                 NEOPHARM, INC.
 
     The undersigned, James M. Hussey, hereby certifies that he is the duly
elected and acting president and chief executive officer of the corporation and
further certifies the following:
 
     The name of the corporation is Neopharm, Inc. The corporation was
originally incorporated on June 15, 1990, under the name Oncomed Inc., pursuant
to the General Corporation Law.
 
     The Certificate of Incorporation of the corporation shall be amended and
restated to read in full as follows:
 
     FIRST: The name of the Corporation is NEOPHARM, INC.
 
     SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle. The name of the Corporation's registered agent at such address is
The Corporation Trust Company.
 
     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
 
     FOURTH: This corporation is authorized to issue Twenty-Five Million
(25,000,000) shares of Common Stock with a par value of $0.0002145 per share.
 
     FIFTH: Elections of directors need not be by written ballot unless the
by-laws of the Corporation so provide.
 
     SIXTH: At all elections for directors, every registered owner of shares
entitled to vote may vote in person or by proxy and shall have one vote for each
such share standing in his name on the books of the Corporation.
 
 
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     SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this reservation.
 
     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the Corporation is expressly authorized to
make, alter or repeal the by-laws of the Corporation, subject to restrictions
imposed under any applicable stockholder agreement.
 
     NINTH: Each person who is or was a director or officer of the Corporation,
and each person who serves or served at the request of the corporation as a
director or officer of another enterprise, shall be indemnified by the
Corporation in accordance with and to the fullest extent authorized by the
General Corporation Law of Delaware as it may be in effect from time to time.
 
     TENTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If, after approval of this Article by the stockholders of the
Corporation, the Delaware General Corporation Law is amended to authorize the
further elimination or limitation of the liability of directors, the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
 
 
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     Any repeal or modification of this Article Tenth by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
 
                                     * * *
 
     The foregoing amendment and restatement was approved by the holders of the
requisite number of shares of the corporation in accordance with Section 228 of
the General Corporation Law. Said amendment and restatement was duly adopted in
accordance with the provisions of Section 242 and 245 of the General Corporation
Law.
 
 
     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been signed and acknowledged as true and correct by the undersigned this
29th day of August, 2000.
 
NEOPHARM, INC.
 
 
 
/s/ James M. Hussey
---------------------------------------
James M. Hussey,
President and Chief Executive Officer