On August 6, 2012, Catasys, Inc. (the "Company") filed a Certificate of Amendment of the Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware providing for the reduction in the number of shares of common stock, par value $0.0001 per share (the "Common Stock"), that the Company is authorized to issue, from 2,000,000,000 shares to 500,000,000 shares, effective immediately. The Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

The number of issued and outstanding shares of Common Stock was not impacted by the Certificate of Amendment.

(d) Exhibits.

Exhibit No.   Description

    3.1       Certificate of Amendment of the Certificate of
              Incorporation of Catasys, Inc., effective August 6,
              2012.