Exhibit 3.1

CERTIFICATE
OF AMENDMENT
To

CERTIFICATE
OF INCORPORATION
Of

BRUKER BIOSCIENCES CORPORATION

Bruker BioSciences Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that:

The
amendment to the Corporation's Certificate of Incorporation set forth in the following resolution approved by the Corporation's Board of Directors and stockholders was duly adopted
in accordance with the provisions of the General Corporation Law of the State of Delaware:

RESOLVED:That the Certificate of Incorporation of the Corporation be amended by striking Article FIRST in its entirety and substituting
therefor:



RESOLVED:That the Certificate of Incorporation of the Corporation be amended by striking Article FOURTH in its entirety and substituting
therefor:



IN
WITNESS WHEREOF, the undersigned, being the Secretary of the Corporation, for the purpose of amending the Certificate of Incorporation of said Corporation pursuant to
Section 242 of the Delaware Corporation Law, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his/her
hand this 26th day of February, 2008.

| |  | BRUKER BIOSCIENCES CORPORATION
| |  | ------------------------------
| |  | By:                           

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CERTIFICATE OF AMENDMENT
To

CERTIFICATE
OF INCORPORATION
Of

BRUKER BIOSCIENCES CORPORATION

Bruker BioSciences Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that:

The
amendment to the Corporation's Certificate of Incorporation set forth in the following resolution approved by the Corporation's Board of Directors and stockholders was duly adopted
in accordance with the provisions of the General Corporation Law of the State of Delaware:

RESOLVED:That the Certificate of Incorporation of the Corporation be amended by striking Article FOURTH in its entirety and substituting
therefor:



IN
WITNESS WHEREOF, the undersigned, being the Secretary of the Corporation, for the purpose of amending the Certificate of Incorporation of said Corporation pursuant to
Section 242 of the Delaware Corporation Law, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his/her
hand this 29th day of June, 2006.

| |  | BRUKER BIOSCIENCES CORPORATION
| |  | ------------------------------
| |  | By:                           

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CERTIFICATE OF MERGER    OF    BRUKER AXS INC.

1 WITH AND INTO

BRUKER DALTONICS INC.

In accordance with Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), the
undersigned corporation, Bruker Daltonics Inc., a Delaware corporation, does hereby certify as follows:

FIRST:    The
names of each of the constituent corporations of the merger and the laws under which each such corporation was organized are:

Name of Corporation

State of IncorporationBruker AXS Inc.

DelawareBruker Daltonics Inc.

Delaware


SECOND:    An
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 4, 2003, by and between the
constituent corporations, to effect a merger of Bruker AXS Inc. with and into Bruker Daltonics Inc., has been approved, adopted, certified, executed and acknowledged by the constituent
corporations in accordance with the requirements of subsection (c) of Section 251 of the DGCL.

THIRD:    The
name of the surviving corporation of the merger is Bruker Daltonics Inc., which shall hereinwith be changed to Bruker BioSciences Corporation.

FOURTH:    The
changes in the Certificate of Incorporation (the "Certificate") of Bruker Daltonics Inc., the surviving corporation, as are to be effected by the merger
are as follows:

Article
FIRST of the Certificate shall be amended and restated in its entirety as follows:



The
first paragraph of Article FOURTH of the Certificate shall be amended and restated in its entirety as follows:



FIFTH:    The
executed Merger Agreement is on file at the principal place of business of Bruker Daltonics Inc. The address of said principal place is:

Bruker
Daltonics Inc.
40 Manning Road
Billerica, Massachusetts 01821

SIXTH:    A
copy of the Merger Agreement will be furnished by Bruker Daltonics Inc. upon request and without cost to any stockholder of either Bruker
Daltonics Inc. or Bruker AXS Inc.

SEVENTH:    The
merger will become effective immediately upon the filing of this Certificate of Merger in accordance with the provisions of Section 103(d) of the DGCL.

Dated:
July 1, 2003

| |  | BRUKER DALTONICS INC.
| |  | ---------------------
| |  | By:                  

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CERTIFICATE OF INCORPORATION  OF  BRUKER DALTONICS INC.

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FIRST:    The
name of this corporation shall be:

Bruker
Daltonics Inc.

SECOND:    Its
registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered
agent at such address is: THE CORPORATION TRUST COMPANY.

THIRD:    The
purpose or purposes of the corporation shall be:



FOURTH:    The
total number of shares of stock which the Corporation shall have authority to issue is 105,000,000 shares, which shares shall be divided into two classes
consisting of: (i) 100,000,000 shares of Common Stock (with $.01 par value per share) ("Common Stock") and (ii) 5,000,000 shares of Preferred Stock (with $.01 par value per share)
("Blank Check Preferred Stock").

The
designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Common Stock and the Preferred Stock shall be as follows:

A.    COMMON STOCK

1.Voting Rights.Except as otherwise required by law or this Certificate of Incorporation, each holder of
Common Stock shall have one vote in respect of each share of Common Stock held by him of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of
stockholders of the Corporation.

2.Dividends.The holders of shares of Common Stock shall be entitled to receive, when and if declared by the
Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock, subject, however, to the
limitations contained in Part B below.

3.Dissolution, Liquidation or Winding Up.After distribution in full of the preferential amount, if any, to be
distributed to the holders of series of the Blank Check Preferred Stock (in accordance with the relative preferences among such series) in the event of involuntary liquidation, distribution,
dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, or
whatever kind available for distribution to stockholders, ratably in proportion to the number of shares of Common Stock held by them respectively.

B.    BLANK CHECK PREFERRED STOCK

1.Issuance.    Shares of Blank Check Preferred Stock may be issued from time to time in one or more series as
designated by the Board of Directors, each of said series to be distinctly designated. Shares of Blank Check Preferred Stock may be issued when deemed by the Board of Directors to be necessary to
protect the Corporation from an actual, threatened or potential hostile or undesired takeover or takeover attempt. All shares of any one series of the Blank Check Preferred Stock shall be alike in
every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers, if any, and the designations, relative
preferences, participating, optional or other special rights or privileges of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.

2.Authority of the Board of Directors.    The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of the Blank Check Preferred Stock in series, and by filing a certificate pursuant to the applicable law of
the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix in the resolution or resolutions providing for the issue of such stock adopted
by the Board of Directors of the Corporation the voting powers, if any, and the designations, relative preferences, participating, optional or other

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special rights or privileges, and the qualifications, limitations or restrictions of such series, including, but without limiting the generality of the foregoing, the following:



C.    OTHER PROVISIONS.

1.    No
holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other
securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness,
debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such
unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued
and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations (including such holders or others) and upon such terms as may be deemed advisable
by the Board of Directors in the exercise of its sole discretion.

2.    The
relative powers, preferences and rights of each series of the Blank Check Preferred Stock in relation to the powers, preferences and rights of each other series of
the Blank Check Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in
Paragraph B hereof. The consent, by class or series vote or otherwise, of the holders of such of the series of the Blank Check Preferred Stock as are from time to time outstanding shall not be
required for the issuance by the Board of Directors of any other series of the Blank Check Preferred

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Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such
outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of the Blank Check Preferred Stock adopted pursuant to
Paragraph B hereof, the conditions, if any, under which the consent of the holders of a majority (or such greater proportion as shall be fixed therein) of the outstanding shares of such series
shall be required for the issuance of any or all other series of the Blank Check Preferred Stock.

3.    Subject
to the provisions of subparagraph 2 of this Paragraph C, shares of any series of the Blank Check Preferred Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

4.    Shares
of authorized Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such
consideration as shall be fixed by the Board of Directors.

5.    The
number of authorized shares of Common Stock and of the Blank Check Preferred Stock, without a class or series vote, may be increased or decreased from time to time
(but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

FIFTH:    The
name and mailing address of the sole incorporator is as follows:

NAME

MAILING ADDRESSNancy A. Valente

c/o Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110


The names and mailing addresses of the persons who are to serve as the Directors until the first annual meeting of the stockholders or until successors are
elected and qualified are as follows:

NAME

MAILING ADDRESSFrank H. Laukien

44 Manning Road
Billerica, MA 01821Richard M. Stein

74 Kirkstall Road
Newtonville, MA 02460Timothy J. Hansberry

97 Adams Street
Lexington, MA 02420Bernhard Wangler

Kriegsstr. 133
76135 Karlsruhe, GermanyDr. Dieter Koch

Fahrenheitstrasse 4, D-28359
Bremen, GermanyCollin D'Silva

2032 Concourse Drive
San Jose, California 95131William Linton

2800 Woods Hollow Road
Madison, Wisconsin 53711


The
number of Directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the Board of Directors. The Directors of the
Corporation shall be divided into three classes: Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the whole
number of the Board of Directors. If the Board of Directors is not evenly divisible by three, the Board of Directors shall determine the number of Directors to be elected to each class. The initial
members of Class I shall hold office for a term to expire at the Annual Meeting of the Stockholders to be held in 2001; the

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initial
members of Class II shall hold office for a term to expire at the Annual Meeting of the Stockholders to be held in 2002, the initial members of Class III shall hold office for a
term to expire at the Annual Meeting of the Stockholders to be held in 2003, and in the case of each class, until their respective successors are duly elected and qualified. At each annual election
held commencing with the annual election in 2001, the Directors elected to succeed those whose terms expire shall be identified as being of the same class as the Directors they succeed and shall be
elected to hold office for a term to expire at the third Annual Meeting of the Stockholders after their election, and until their respective successors are duly elected and qualified. If the number of
Directors changes, any increase or decrease in Directors shall be apportioned among the classes so as to maintain all classes as equal in number as possible, and any additional Director elected to any
class shall hold office for a term which shall coincide with the terms of the other Directors in such class and until his successor is duly elected and qualified.

SIXTH:    In
furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:



SEVENTH:    Whenever
a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to
any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

EIGHTH:    The
Corporation hereby elects in this original certificate of incorporation not to be governed by Section 203 of the General Corporation Law of Delaware.

NINTH:    Except
as stated in Article Tenth of this certificate of incorporation, the corporation reserves the right to amend or repeal any provision contained in this
certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

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TENTH:    No
director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability; provided, however, that, to the extent required by applicable law, this provision shall not eliminate the liability of a director (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 General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or
repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

ELEVENTH:    The
Corporation is to have perpetual existence.

IN
WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed, and acknowledged this certificate of incorporation this 4th day of February,
2000.

| |  |                                                      
| |  | -----------------------------------------------------
| |  | /s/NANCY A. VALENTENancy A. Valente
Sole Incorporator

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