CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
DELCATH SYSTEMS, INC.
Delcath Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law
of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That, by written consent of all the Directors and the holders of a majority of the issued and outstanding
capital stock of the Corporation, the following resolution proposing an amendment to the Amended and Restated
Certificate of Incorporation of said Corporation was duly adopted. The resolution setting forth the amendment is
value $.01 per share, issued and outstanding as of the close of business on October 11, 2000 shall be converted
and reclassified into one (1) share of the Corporation's Common Stock, par value $.01 per share, so that each
share of the Corporation's Common Stock $.01 par value per share, issued and outstanding is hereby converted
and reclassified. No fractional interests resulting from such conversion shall be issued, but in lieu thereof, the
Corporation will pay cash for each currently issued and outstanding share of Common Stock, par value $.01 per
share, representing such fractional interest at a price equal to the per share price of the Corporation's Common
Stock on October 11, 2000."
RESOLVED: That Article FOURTH of the Amended and Restated Certificate
of Incorporation be amended by adding the following
paragraph of Article FOURTH thereof so that, as amended,
said article FOURTH shall be and read as follows:
"Each 1.26661011 shares of the Corporation's Common Stock, par
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Delcath Systems, Inc. has caused this certificate to be signed by M.S. Koly, its
President and Chief Executive Officer, this 11th day of October, 2000