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                                                                     EXHIBIT 3.1


NOTE:  AS REQUIRED IN SECTION 109(c) OF REGULATION S-T, THE ARTICLES OF
INCORPORATION OF THE COMPANY HAVE BEEN RESTATED TO REFLECT ALL AMENDMENTS.

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           SEROLOGICALS HOLDINGS, INC.


         Serologicals Holdings, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:

         1.       The present name of the corporation is Serologicals Holdings,
Inc. (the "Corporation"), which is the name under which the Corporation was
originally incorporated; the date of filing of the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware was October 17, 1994 and the date of filing of the Amended and Restated
Certificate of Incorporation of the Corporation was November 9, 1994.

         2.       The amendment and restatement of the Certificate of
Incorporation herein certified has been duly adopted by the Corporation's Board
of Directors and stockholders in accordance with Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

         3.       The text of the Certificate of Incorporation is hereby amended
and restated in its entirety as follows:

         FIRST:   Name. The name of the Corporation is: Serologicals
Corporation.

         SECOND:  Registered Office. The registered office of the Corporation is
to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent, State of Delaware, 19904. The name of its registered agent at that
address is The Prentice-Hall Corporation System, Inc.

         THIRD:   Corporate Purpose. The purpose of the Corporation is to engage
in any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.

         FOURTH:  Capitalization. The total number of shares of stock which the
Corporation shall have authority to issue is 51,000,000 shares, of which
50,000,000 shall be common stock, par value $.01 per share ("Common Stock") and
1,000,000 shares shall be preferred stock, par value $.01 per share ("Preferred
Stock").

         FIFTH:   Preferred Stock. The Board of Directors is expressly
authorized at any time, and from time to time, to provide for the issuance of
shares of Preferred Stock in one or more series, with such voting powers, full
or limited, or without voting powers and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated

<PAGE>

and expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors, subject to the limitations prescribed by law
and in accordance with the provisions hereof, including (but without limiting
the generality thereof) the following:

         (a)      The designation of the series and the number of shares to
constitute the series.

         (b)      The dividend rate, if any, of the series, the conditions and
dates upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class or classes of
stock of the Corporation, and whether such dividends shall be cumulative or
noncumulative.

         (c)      Whether the shares of the series shall be subject to
redemption by the Corporation and, if made subject to such redemption, the
times, prices, other terms and conditions of such redemption and including (but
without limiting the generality thereof) whether such shares which are redeemed
by the Corporation may be reissued except as otherwise provided by law.

         (d)      The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of the series.

         (e)      Whether or not the shares of the series shall be convertible
into or exchangeable for shares of any other class or classes or of any other
series of any class or classes of stock of the Corporation and, if provision be
made for conversion or exchange, the times, prices, rates, adjustments and other
terms and conditions of such conversion or exchange.

         (f)      The extent, if any, to which the holders of the shares of the
series shall be entitled to vote with respect to the election of directors or
otherwise.

         (g)      The restrictions, if any, on the issue or reissue of any
additional Preferred Stock.

         (h)      The rights of the holders of the shares of the series upon the
dissolution, liquidation, or winding up of the Corporation.

          SIXTH:     Series A Preferred Stock.  The powers, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations and restrictions in respect of the Series A Preferred Stock are
as follows:

         6.1      Voting Rights. Except as otherwise required by law or
expressly provided herein, each share of Series A Preferred Stock shall entitle
the holder thereof to vote on all matters submitted to a vote of stockholders of
the Corporation and to have the number of votes equal to the number of shares of
Common Stock into which such share of Series A Preferred Stock is then
convertible pursuant to the provisions hereof, assuming for this purpose only
that shares of Series A Preferred Stock are convertible into fractional shares,
at the record date for the determination of stockholders entitled to vote on
such matters or, if no such record date is established, at the date such vote is
taken or any written consent of stockholders is solicited. Except as otherwise
required by law, expressly provided herein or expressly provided in the Series A
Preferred Stock and

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Warrant Purchase Agreement dated December 20, 1989 between Serologicals, Inc.
("Serologicals"), certain of its then shareholders and certain purchasers
thereunder (the "1989 Purchase Agreement"), the provisions thereof (to the
extent not superseded) to be applicable to the holders of shares of Series A
Preferred Stock, the holders of shares of Series A Preferred Stock and common
Stock shall vote together and not as separate classes.

         6.2      Dividend Rights. In the event any dividend or other
distribution payable in cash or other property is declared on the Common Stock,
each holder of shares of Series A Preferred Stock on the record date for such
dividend or distribution shall be entitled to receive on the date of payment or
distribution of such dividend or other distribution the same case or other
property which such holder would have received if on such record date such
holder was the holder of record of the number (including any fraction) of shares
of Common Stock into which the shares of Series A Preferred Stock then held by
such holder are then convertible.

         6.3      Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
each holder of shares of Series A Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the corporation available for
distribution to its stockholders, before any payment or declaration and setting
apart for payment of any amount shall be made in respect of common Stock or to
any other class of stock issued after the issuance of the Series A Preferred
Stock, an amount per share equal to the sum of (a) $266.16, plus (b) interest
from the date of issuance of such share to the date of payment in liquidation
hereunder, calculated at 8% per annum, compounded annually, plus (c) the amount
of declared but unpaid dividends as of the date of payment in liquidation
hereunder. If upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets to be distributed to
the holders of Series A Preferred Stock shall be insufficient to permit the
payment to such stockholders of the full preferential amounts aforesaid, then
all of the assets of the Corporation to be distributed shall be distributed
ratably to the holders of Series A Preferred Stock.

         6.4      Redemption. The Series A Preferred Stock is not subject to
redemption by the Corporation; provided, however, the Series A Preferred Stock
may be repurchased by the Corporation from the holders of Series A Preferred
Stock upon terms agreed to by such holders, such repurchase to be pro rata
unless otherwise agreed by all such holders.

         6.5      Conversion.

                  (a)      Conversion Procedure.

                           (i)      Any holder of shares of Series A Preferred
Stock may, at any time, convert all or any number of such shares held by such
holder into fully paid and nonassessable shares of Common Stock, at the
applicable Conversion Price (as hereinafter defined) thereof in effect at the
time of conversion determined as provided herein. Each share of Series A
Preferred Stock shall be convertible into the number of shares of Common Stock
that results from dividing $266.16 (such amount to be adjusted proportionately
in the event the shares of Series A Preferred Stock are subdivided into a
greater number or combined into a lesser number) by the Conversion Price per
share in effect at the time of conversion.
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                           (ii)     Each conversion of shares of Series A
Preferred Stock will be deemed to have been effected as of the close of business
on the date on which the certificate or certificates representing such shares to
be converted have been surrendered at the principal office of the Corporation.
At such time as such conversion has been effected, the rights of the holder of
such shares of Series A Preferred Stock as such holder will cease and the person
(or entity) or persons (or entities) in whose name or names any certificate or
certificates for shares of Common Stock are to issued upon such conversion will
be deemed to have become the holder or holders of record of the shares of Common
Stock represented thereby.

                           (iii)    As soon as possible after a conversion has
been effected (but in any event within three business days in the case of
subparagraph (A) below), the Corporation will deliver to the converting holder
of Series A Preferred Stock:

                  (A)      a certificate or certificates representing the number
         of shares of Common Stock issued by reason of such conversion in such
         name or names and such denomination or denominations as the converting
         holder has specified;

                  (B)      payment in an amount equal to all dividends, if any,
         owing pursuant to Section 6.2 hereof with respect to each share of
         Series A Preferred Stock converted which have not been paid prior
         thereto, plus the amount payable under subparagraph (vii) of this
         Section 6.5(a) with respect to such conversion; and

                  (C)      a certificate representing any shares of Series A
         Preferred Stock which were represented by the certificate or
         certificates delivered to the Corporation in connection with such
         conversion but which were not converted.

                                    (iv)     If for any reason the Corporation
is unable to pay any dividends owing pursuant to Section 6.2 on the shares of
Series A Preferred Stock being converted, the Corporation will pay such
dividends to the converting holder as soon thereafter as funds of the
Corporation are legally available for such payment. At the request of any such
converting holder, the Corporation will provide such holder with written
evidence of its obligation to such holder.

                                    (v)      The issuance of certificates for
shares of Common Stock upon conversion of shares of Series A Preferred Stock
will be made without charge to the holders of such shares of Series A Preferred
Stock for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related issuance of
shares of Common Stock. Upon conversion of each share of Series A Preferred
Stock, the Corporation will take all such actions as are necessary in order to
insure that the Common Stock issuable with respect to such conversion will be
validly issued, fully paid and nonassessable.

                                    (vi)     The Corporation will not close its
books against the transfer of shares of Series A Preferred Stock or of common
Stock issued or issuable upon conversion of shares of Series A Preferred Stock
in any manner which interferes with the timely conversion of shares of Series A
Preferred Stock.
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                             (vii)  If any fractional interest in a share of
Common Stock would, except for the provisions of this subparagraph (vii), be
deliverable upon any conversion of shares of Series A Preferred Stock, the
Corporation, in lieu of delivering the fractional share thereof, will pay any
amount to the holder thereof equal to the Market Price of such fractional
interest as of the date of conversion. "Market Price" of any security means the
average of the closing prices of such security's sales on all securities
exchanges on which such security may at the time be listed, or, if there has
been no sale on any such exchange of any day, the average of the highest bid and
lowest asked prices on all such exchanges at the end of such day, or, if on any
day such security is not so listed, the average of the representative bid and
asked prices quoted in the NASDAQ System as of 4:00 P.M., New York City time,
or, if on any day such security is not quoted in the NASDAQ System, the average
of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which Market Price is being
determined and the 20 consecutive business days prior to such day. If at anytime
such security is not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the Market Price will be the fair value
thereof reasonably determined in good faith by the Board of Directors of the
Corporation.

               (b)      Conversion Price.

                             (i)     The initial Conversion Price for the
Series A Preferred Stock will be $2.6616. In order to prevent dilution of the
conversion rights granted under this Section 6.5, the Conversion Price will be
subject to adjustment from time to time pursuant to this Section 6.5.

                             (ii)    If and whenever on or after the merger
of Serologicals Acquisition, Inc. with and into Serologicals the Corporation
issues or sells, or in accordance with subsection 6.5(c) is deemed to have
issued or sold, other than in a transaction described in subsection 6.5(d), any
shares of its Common Stock for a consideration per share less than the
Conversion Price in effect for the Series A Preferred Stock immediately prior to
the time of such issue or sale, the Conversion Price will be reduced to a price
determined by dividing (A) the sum of (1) the number of shares of Common Stock
outstanding immediately prior to such issue or sale multiplied by the Conversion
Price in effect immediately prior to such issue or sale and (2) the
consideration, if any, received by the Corporation upon such issue or sale, by
(B) the number of shares of Common Stock outstanding immediately after such
issue or sale.

               (c)      Effect on Conversion Price of Certain Events. For
purposes of determining the adjusted Conversion Price under subsection 6.5(b),
the following will be applicable:

                             (i)      Issuance of Rights or Options. If the
Corporation in any manner grants any rights or options to subscribe for or to
purchase Common Stock or any stock or other securities convertible into or
exchangeable for common Stock (such rights or options being herein called
"Options" and such convertible or exchangeable stock or securities being herein
called "Convertible Securities") and the price per share for which

<PAGE>

Common Stock is issuable upon the exercise of such Options or upon conversion or
exchange of such Convertible Securities is less than the Conversion Price in
effect immediately prior to the time of the granting of such Options, then the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon conversion or exchange of such Convertible Securities will
be deemed to be outstanding and to have been issued and sold by the Corporation
for such price per share. For purposes of this paragraph, the "price per share
for which Common Stock is issuable" will be determined by dividing (A) the total
amount, if any, received or receivable by the Corporation as consideration for
the granting of such Options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of all such Options, plus
in the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Corporation
upon the issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the exercise of Options or upon the conversion or exchange of all
such Convertible Securities issuable upon the exercise of such Options. No
further adjustment of the Conversion Price will be made when Convertible
Securities are actually issued upon the exercise of such Options or when Common
Stock is actually issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.

                           (ii)     Issuance of Convertible Securities. If the
Corporation in any manner issues or sells any Convertible Securities and the
price per share for which Common Stock is issuable upon such conversion or
exchange is less than the Conversion Price in effect immediately prior to the
time of such issue or sale, then the maximum number of shares of Common Stock
issuable upon conversion or exchange of such Convertible Securities will be
deemed to be outstanding and to have been issued and sold by the Corporation for
such price per share. For the purposes of this paragraph, the "price per share
for which Common Stock is issuable" will be determined by dividing (A) the total
amount received or receivable by the Corporation as consideration for the issue
or sale of such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the conversion
or exchange thereof, by (B) the total maximum number of shares of common Stock
issuable upon the conversion or exchange of all such Convertible Securities. No
further adjustment of the conversion Price will be made when Common Stock is
actually issued upon the conversion or exchange of such Convertible Securities,
and if any such issue or sale of such Convertible Securities is made upon
exercise of any Options for which adjustments of the Conversion Price had been
or are to be made pursuant to other provisions of this Section 6.5, no further
adjustment of the Conversion Price will be made by reason of such issue or sale.

                           (iii)    Change in Option Price or Conversion Rate.
If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the conversion or exchange of any Convertible Securities,
or the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock change at any time, the Conversion Price in effect
at the time of such change will be readjusted to the Conversion Price which
would have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase price,
additional consideration or changed conversion rate, as the case may be, at the
time initially granted, issued or sold (provided, however, notwithstanding the
foregoing, no such adjustment shall increase the Conversion Price then in
effect).
<PAGE>

                           (iv)     Treatment of Expired Options Unexercised
Convertible Securities. Upon the expiration of any Option or the termination of
any right to convert or exchange any Convertible Security without the exercise
of any such Option or right, the Conversion Price then in effect hereunder will
be adjusted to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued (provided, however, notwithstanding the foregoing, no such
adjustment shall increase the conversion Price then in effect).

                             (v)     Calculation of Consideration Received.
If any Common Stock, Option or Convertible Security is issued or sold or deemed
to have been issued or sold for cash, the consideration received therefor will
be deemed to be the net amount received by the Corporation therefor. In case any
Common Stock, Options or Convertible Securities are issued or sold for a
consideration other than cash, the amount of the consideration other than cash
received by the Corporation will be the fair value of such consideration (as
determined by the Board of Directors of the Corporation), except where such
consideration consists of securities, in which case the amount of consideration
received by the Corporation will be the Market Price thereof as of the date of
receipt. If any Common Stock, Option or Convertible Security is issued in
connection with any merger in which the Corporation is the surviving
corporation, the amount of consideration therefor will be deemed to be the fair
value (as determined by the Board of Directors of the Corporation) of such
portion of the net assets and business of the non-surviving corporation as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be.

                           (vi)     Integrated Transactions. In case any Option
is issued in connection with the issue or sale of other securities of the
Corporation, together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
will be deemed to have been issued without consideration.

                           (vii)    Treasury Shares. The number of shares of
Common Stock outstanding at any given time does not include shares owned or held
by or for the account of the Corporation or any subsidiary, and all disposition
of any shares so owned or held will be considered an issue or sale of Common
Stock.

                           (viii)   Record Date. If the Corporation takes a
record of the holders of common Stock for the purpose of entitling them (A) to
receive a dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (B) to subscribe for or purchase Common Stock or
Convertible Securities, then for purposes of this Section 6.5 such record date
will be deemed to be the date of the issue or sale of the shares of Common Stock
deemed to have been issued or sold upon the declaration of such dividend or upon
the making of such other distribution or the date of the granting of such right
of subscription or purchase, as the case may be.

                           (ix)     Certain Exceptions. Anything herein to the
contrary notwithstanding, no adjustment will be made to the Conversion Price by
reason of the following:
<PAGE>

                  (A)      the issuance of shares of Common Stock upon
         conversion of shares of Series A Preferred Stock;

                  (B)      the issuance of shares of Common Stock to employees
         of the Corporation or any Subsidiary upon the approval of the Board of
         Directors pursuant to an employee stock option or purchase plan which
         has been approved by the holders of 67% of the shares of Series A
         Preferred Stock then outstanding;

                  (C)      the issuance of shares of Common Stock (or options
         therefor) upon the exercise of such options granted to Harold J. Tenoso
         pursuant to the Employment Agreement between Harold J. Tenoso and
         Serologicals dated March 8, 1993 (the "Tenoso Option"); and

                  (D)      the issuance of shares of Common Stock (or warrants
         therefor) upon the exercise of such warrants granted to State Street
         Bank & Trust Company pursuant to the Warrant and Warrant Agreement
         dated March 9, 1993 (the "State Street Warrant").

                           (d)      Subdivision or Combination of Common Stock.
If the Corporation at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision will be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination will be
proportionately increased.

                           (e)      Reorganization, Reclassification,
Consolidation, Merger or Sale. Any capital reorganization, reclassification,
consolidation, merger or sale of all or substantially all of the Corporation's
assets to another person or entity which is effected in such a way that holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
common Stock is referred to herein as an "Organic Change." Prior to the
consummation of any Organic Change, the Corporation will make appropriate
provisions (in form and substance satisfactory to the holders of 100% of the
shares of Series A Preferred Stock then outstanding) to insure that each of the
holders of Series A Preferred Stock will thereafter have the right to acquire
and receive, in lieu of or in addition to the shares of common Stock immediately
theretofore acquirable and receivable upon the conversion of such holder's
shares of Series A Preferred Stock, such shares of stock, securities or assets
as such holder would have received in connection with such Organic Change if
such holder had converted his Series A Preferred Stock immediately prior to such
Organic Change. In any such case, the Corporation will make appropriate
provisions (in form and substance satisfactory to the holders of 100% of the
shares of Series A Preferred Stock then outstanding) to insure that the
provisions of this Section 6.5 will thereafter be applicable to the Series A
Preferred Stock (including, in the case of any such consolidation, merger or
sale in which the successor corporation or purchasing corporation is other than
the Corporation, an immediate adjustment of the Conversion Price to the value
for the common Stock reflected by the terms of such consolidation, merger or
sale, and a corresponding immediate adjustment in the number of shares of Common
Stock acquirable and receivable upon conversion of shares of Series A Preferred
Stock, if the value so reflected is less than the Conversion Price

<PAGE>

in effect immediately prior to such consolidation, merger or sale). The
Corporation will not effect any such consolidation, merger or sale, unless prior
to the consummation thereof, the successor corporation (if other than the
corporation) resulting from consolidation or merger or the corporation
purchasing such assets assumes by written instrument (in form reasonably
satisfactory to the holders of 67% of the shares of Series A Preferred Stock
then outstanding), the obligation to deliver to each such holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such holder may be entitled to acquire.

                  (f)      Notices.

                                    (i)      Immediately upon any adjustment of
the Conversion Price, the Corporation will give written notice thereof to all
holders of shares of Series A Preferred Stock.

                                    (ii)     The Corporation will give written
notice to all holders of shares of Series A Preferred Stock at least 20 days
prior to the date on which the Corporation closes its books or takes a record
(A) with respect to any dividend or distribution upon Common Stock, (B) with
respect to any pro rata subscription offer to holders of common Stock or (C) for
determining rights to vote with respect to any Organic Change, dissolution or
liquidation.

                                    (iii)    The Corporation will also give
written notice to the holders of shares of Series A Preferred Stock at least 20
days prior to the date on which any Organic Change, dissolution or liquidation
will take place.

                  (g)      Reservation of Common Stock. The Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of Series A Preferred Stock, such number of its shares of common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock, and if at any time the number of
authorized but unissued shares of common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series A Preferred Stock, the
Corporation will take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes.

                  (h)      Notice to Holders. Any notice required by the
provisions of this Section 6.5 to be given to the holders of shares of Series A
Preferred Stock shall be deemed given when personally delivered to such holder,
one (1) business day after the same is delivered to an overnight courier
service, postage prepaid, or three (3) business days after the same has been
deposited in the United States mail, certified or registered mail, return
receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.

                  (i)      Taxes and Charges. The Corporation will pay all taxes
and other governmental charges that may be imposed in respect of the issue or
delivery of shares of Common Stock upon conversion of shares of Series A
Preferred Stock.
<PAGE>

                  (j)      Rounding. All calculations under this Section 6.5
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.

                  (k)      Automatic Conversion. Each share of Series A
Preferred Stock shall automatically be converted into shares of Common Stock at
the then effective Conversion Price upon the closing of an underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, resulting in the sale by the Corporation of Common
Stock to the public at an aggregate price of not less than $5,000,000 and at a
price per share not less than $10.00 (such price per share to be adjusted
proportionately in the event the shares of Common Stock are subdivided into a
greater number or combined into a lesser number), provided that (a) the
aggregate value of the outstanding stock of the Corporation based on such sale
at such price per share is not less than $50,000,000, and (b) not less than
thirty (30) nor more than ninety (90) days advance written notice of such
closing shall have been given to the holders of shares of Series A Preferred
Stock, which notice shall specifically refer to the automatic conversion of
shares of Series A Preferred Stock provided for in this section 6.5(k).

                  6.6      Certain Restrictions and Limitations. So long as not
less than 6,011 shares of Series A Preferred Stock remain outstanding (such
number to be adjusted proportionately in the event of any combination of the
shares of Series A Preferred Stock into a lesser number or subdivision of the
shares of Series A Preferred Stock into a greater number), without the approval,
by vote or written consent, of the holders of not less than 67% of the shares of
Series A Preferred Stock then outstanding, the Corporation will not:

                  (a)      directly or indirectly declare or pay, or permit any
Subsidiary which is not a wholly-owned Subsidiary to declare or pay, any
dividends, or make, or permit any Subsidiary which is not a wholly-owned
Subsidiary to make, any distributions upon any of its equity securities; or

                  (b)      directly or indirectly redeem, purchase or otherwise
acquire, or permit any Subsidiary to directly or indirectly redeem, purchase or
otherwise acquire, any of the Corporation's or any Subsidiary's equity
securities, except (i) as required by the terms of the Series A Preferred Stock;
or (ii) the repurchase of shares of Common Stock as contemplated by the Amended
and Restated Shareholders Agreement dated as of August 31, 1993, as amended from
time to time, by and among the Corporation and its shareholders; or

                  (c)      except for (i) the issuance of shares of Series A
Preferred Stock and shares of Common Stock issued upon the conversion of such
shares of Series A Preferred Stock, (such numbers to be adjusted proportionately
in the event the shares of common Stock are combined into a lesser number or
subdivided into a greater number); (ii) the issuance of shares of Common Stock
(or options therefor) to non-management personnel of the Corporation or any
Subsidiary upon the approval of the Board of Directors pursuant to an employee
stock option plan or purchase plan which has been approved by the holders of 67%
of the Series A Preferred Stock then outstanding; and (iii) the issuance of the
Tenoso Option and the State Street Warrant and shares of Common Stock issuable
upon the exercise thereof; authorize, issue or enter into any agreement
providing for the issuance (contingent or otherwise) of,

<PAGE>

(A) any notes or debt securities containing equity features (including without
limitation, any notes or debt securities convertible into or exchangeable for
equity securities, issued in connection with the issuance of equity securities
(or any securities convertible into or exchangeable for any equity securities);
or

                  (d)      merge or consolidate with any Person or permit any
Subsidiary to merge or consolidate with any Person (other than, in the case of a
Subsidiary, with or into the Corporation or any wholly-owned Subsidiary); or

                  (e)      sell, lease or otherwise dispose of, or permit any
Subsidiary to sell, lease or otherwise dispose of other than the sale of
inventory in the ordinary course of business, in excess of twenty-five percent
of the consolidated assets of the Corporation in any twelve-month period; or

                  (f)      liquidate, dissolve or effect a recapitalization or
reorganization in any form of transaction; or

                  (g)      make any amendment to the Corporation's Certificate
of Incorporation or By-laws as then in effect; or

                  (h)      enter into, or permit any Subsidiary to enter into,
any transaction with any of its or any Subsidiary's Affiliates, except in the
ordinary course of business and upon fair and reasonable terms no less favorable
to the Corporation or any Subsidiary than would be obtained by the Corporation
or any Subsidiary in a comparable arm's length transaction with a Person who is
not the Corporation's or any Subsidiary's Affiliate; provided, however, nothing
in this clause (h) shall be deemed to prohibit payments to officers, directors
and other agents of the Corporation or any Subsidiary pursuant to indemnities
contained in the Corporation's or any Subsidiary's certificate of incorporation
by-laws or any indemnity agreement to which the Corporation or any Subsidiary is
a party; or

                  (i)      make or permit to exist, or permit any subsidiary to
make or permit to exist, any Investment other than: (i) Investments in
short-term obligations issued by, or guaranteed by, the United States
Government, (ii) Investments in negotiable certificates of deposit, bankers'
acceptances or money market securities issued by any bank or branch of a bank
having assets of at least $500,000,000 in the aggregate and which are issued by
the Federal Deposit Insurance Corporation, (iii) Investments in commercial paper
rated P1 or A1 by Moody's Investors Service, Inc. or Standard & Poor's
Corporation, respectively, (iv) Investment in Serologicals Acquisition Co.
Limited, a Scottish corporation ("Bioscot") and (v) Investments disclosed in the
Schedules and Exhibits to the 1989 Purchase Agreement; or

                  (j)      make, or permit any Subsidiary to make, any loans or
advances to, or guarantees for the benefit of, any Person, other than travel
advances and similar loans to employees not to exceed $25,000 at any one time in
the aggregate and transactions contemplated by the 1989 Purchase Agreement; or

                  (k)      enter into, or permit any Subsidiary to enter into,
the ownership, active management or operation of any business other than the
business conducted by the Corporation and its Subsidiaries as of the date of
Closing; or
<PAGE>

                  (l)      establish or acquire any Subsidiaries other than (i)
Bioscot, (ii) Subsidiaries in connection with the restructuring of the business
of the Corporation into holding company structure; and (iii) Subsidiaries in
connection with the acquisition of the assets related to the plasma center
operations of certain corporate entities affiliated with Acadiana Ventures,
Inc.; or

                  (m)      create, incur, assume or suffer to exist, or permit
any Subsidiary to create, incur, assume or suffer to exist, Indebtedness other
than (i) a credit facility of up to $11,500,000 with NationsBank of Georgia,
N.A. and (ii) capitalized leases having annual aggregate scheduled payments not
in excess of $350,000; or

                  (n)      make, or permit any Subsidiary to make, any capital
expenditure or series of related capital expenditures (including, without
limitation, payments with respect to capitalized leases) or any other
acquisition of assets, in excess of $150,000 for any single expenditure or
acquisition or $250,000 in the aggregate in any twelve-month period, other than
expenditures in the amount of $750,000 identified in Schedule 8.5(n) of the 1989
Purchase Agreement.

                  Capitalized terms used but not defined in this Section 6.6
shall be deemed to have the respective meanings ascribed to them in the 1989
Purchase Agreement (to the extent not superseded).

                  6.7      Cancellation of Series A Preferred Stock. No share or
shares of Series A Preferred Stock acquired by the Corporation by reason of
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares which the Corporation shall be
authorized to issue.

          SEVENTH:  Common Stock.  The powers, preferences and relative,
participating, optional or other rights, and the qualifications, limitations
and restrictions in respect of the Common Stock are as follows:

                  Subject to the prior or equal rights, if any, of the holders
of shares of Series A Preferred Stock or any series of Preferred Stock expressed
by the Board of Directors in the resolution or resolutions providing for the
issuance of such Preferred Stock, the holders of common Stock shall be entitled
(i) to receive dividends when and as declared by the Board of Directors out of
any funds legally available therefor, (ii) in the event of any dissolution,
liquidation or winding up of the corporation, whether voluntary or involuntary
(sometimes referred to herein as a liquidation), after payment or provision for
payment of the debts and other liabilities of the Corporation and the
preferential amounts to which the holders of any outstanding shares of Series A
Preferred Stock or Preferred Stock now or hereafter authorized, shall be
entitled upon liquidation to receive the remaining assets of the Corporation,
ratably according to the number of shares of Common Stock held, and (iii) to one
vote for each share of Common Stock held on all matters submitted to a vote of
stockholders.

         EIGHTH:   Board of Directors.

                  8.1      Number. The business and affairs of the Corporation
shall be under the direction of the Board of Directors. The number of directors,
subject to any right of the holders of any class or series of

<PAGE>

Preferred Stock to elect additional directors, shall be fixed from time to time
by the Board of Directors pursuant to the By-Laws of the Corporation, but in any
event shall be not less than Five (5) nor more than Eleven (11).

                  8.2      Classification. Immediately subsequent to the date of
this Amended and Restated Certificate of Incorporation, the Board of Directors
shall be divided into three classes, designated Class 1, Class 2 and Class 3, as
nearly equal in number as the then total number of directors constituting the
whole Board of Directors permits, with the term of office of one class expiring
each year. The term of the directors in Class 1 shall expire at the first
election of directors after the date of this Amended and Restated Certificate of
Incorporation, the term of the directors of Class 2 shall expire at the second
election of directors after the date of this Amended and Restated Certificate of
Incorporation and the term of directors of Class 3 shall expire at the third
election of directors after the date of this Amended and Restated Certificate of
Incorporation. Subject to the foregoing, at each annual meeting of stockholders,
the successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting and each director so elected shall hold office until his successor is
elected and qualified, or until his earlier resignation or removal.

                           If the number of directors is changed, any increase
or decrease in the number of directors shall be apportioned among the three
classes so as to make all classes as nearly equal in number as possible, and the
Board of Directors shall decide which class shall contain an unequal number of
directors. Notwithstanding the foregoing, whenever holders of any shares of
Preferred Stock, or any series thereof, shall be entitled, voting separately as
a class, to elect any directors, or directors so elected shall be allocated,
each time they are so elected, to the class whose term expires as the next
succeeding annual meeting of stockholders and the terms of all directors so
elected by such holders shall expire at the next succeeding annual meeting of
stockholders.

                  8.3      Nomination. Whenever, and so long as, the Corporation
is subject to the reporting requirements of Section 12 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and subject to
the rights of the holders of any series of Preferred Stock, only persons who are
nominated in accordance with the procedures set forth in this Section 8.3 shall
be eligible to serve as directors. Nominations of persons for election to the
Board of Directors may be made at an annual meeting of stockholders (a) by or at
the direction of the Board of Directors or(b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving notice provided
for in this Section 8.3, who shall be entitled to vote for election of directors
at the meeting and who complies with the procedures set forth below. Any such
nominations (other than those made by or at the direction of the Board of
Directors) must be made pursuant to timely notice in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in the event that
the annual meeting with respect to which such notice is to be tendered is not
held within 30 days before or after such anniversary date, notice by the
stockholder to be timely must be received no later than the close of business
upon the 10th day following the day on which notice of the meeting or public
disclosure thereof was given or made. Such stockholder's notice

<PAGE>

shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14
under the Exchange Act (including such person's written consent to being named
as a nominee and to serve as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder, (ii) the class and number of shares of
stock of the corporation which are beneficially owned by such stockholder and
(iii) a description of all arrangements of understandings between such
stockholder and any other person or persons (including their names) in
connection with such nomination and any material interest of such stockholder in
such nomination. At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. If the Board
of Directors shall determine, based on the facts, that a nomination was not made
in accordance with the procedures set forth in this Section 8.3, the Chairman of
the Board of Directors or the person presiding at such meeting shall so declare
to the meeting and the defective nomination shall be disregarded. In addition to
the foregoing provisions of this Section 8.3, a stockholder shall also comply
with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters set forth in this Section
8.3.

                  8.4      Vacancies. Subject to the rights of the holders of
any series of Preferred Stock, newly created directorships, resulting from (i)
an increase in the authorized number of directors, (ii) death, (iii)
resignation, (iv) retirement, (v) disqualification, (vi) removal from office or
(vii) any other cause, may be filled solely by a majority vote of the remaining
directors then in office, although less than a quorum, or by the sole remaining
director, and each director so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of the class to which he or
she has been elected expires and until such director's successor shall have been
duly elected and qualified. No decrease in the authorized number of directors
shall shorten the term of any incumbent director.

                  8.5      Removal. A director may be removed only for cause, by
the holders of a majority of the outstanding shares of all classes of capital
stock of the Corporation entitled to vote in the election of directors,
considered for this purpose as one class.

          NINTH: Stockholder Action. Whenever, and so long as, the Corporation
is subject to the reporting requirements of Section 12 and 15(d) of the Exchange
Act, and subject to the rights of the holders of any series of Preferred Stock,
any action required or permitted to be taken by stockholders pursuant to this
Certificate of Incorporation or under applicable law may be effected only at a
duly called annual or special meeting of stockholders and with a vote thereat,
and may not be effected by consent in writing. Except as otherwise required by
law and subject to the rights of any series of Preferred Stock, annual and
special meetings of the stockholders of the Corporation may be called only by
the Board of Directors pursuant to a resolution approved by a majority of the
members of the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer or the President. Subject to applicable law and the
rights of
<PAGE>

holders of any series of Preferred Stock, stockholders are not permitted to call
an annual or special meeting or to require that the Board of Directors call an
annual or special meeting.

         TENTH: Liability of Directors. No director shall be personally liable
to the Corporation or its stockholders for monetary damages for breach of a
fiduciary duty as a director; provided, however, that to the extend required by
the provisions of Section 102(b)(7) of the General Corporation Law of the State
of Delaware or any successor statute, or any other laws of the State of
Delaware, this provision shall not eliminate or limit 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 the State of Delaware, (iv) for
any transaction form which the director derived an improper personal benefit, or
(v) for any act or omission occurring prior to the date when the provisions
becomes effective. If the General Corporation Law oaf the State of Delaware
hereafter is amended to authorize the further elimination or limitation on
personal liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended General
Corporation Law of the State of Delaware. Any repeal or modification of this
Article Tenth by the stockholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.

          ELEVENTH:  Indemnification and Advancement of Expenses:

                  11.1     Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer or employee
of the corporation or is or was serving at the request of the corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, shall be indemnified by the Corporation to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended, against all expense, liability and loss
(including settlement) reasonably incurred or suffered by such person in
connection with such service; provided, however, that the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by him only if such proceeding was authorized by the Board
of Directors, either generally or in the specific instance. The right to
indemnification shall include the advancement of expenses incurred in defending
any such proceeding in advance of its final disposition in accordance with
procedures established from time to time by the Board of Directors; provided,
however, that if the General Corporation Law of the State of Delaware so
requires, the director, officer or employee shall deliver to the corporation an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that he is not entitled to be indemnified under this Article Eleventh
or otherwise.

                  11.2     Nonexclusivity. The rights of indemnification
provided

<PAGE>

in this Article Eleventh shall be in addition to any rights to which any person
may otherwise be entitled by law or under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise. Such rights shall
continue as to any person who has ceased to be a director, officer or employee
and shall insure the benefit of his heirs, executors and administrators, and
shall be applied to proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the adoption hereof.

                  11.3     Insurance. The corporation may purchase and maintain
insurance to protect any persons against any liability or expense asserted
against or incurred by such person in connection with any proceeding, whether or
not the Corporation would have the power to indemnify such person against such
liability or expense by law or under this Article Eleventh or otherwise. The
Corporation may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to insure the payment
of such sums as may become necessary to effect indemnification as provided
herein.

                  11.4     Amendment. No amendment to or repeal of this Article
Eleventh shall apply to or have any effect on the rights of any individual
referred to in this Article Eleventh for or with respect to acts or omissions of
such individual occurring prior to such amendment or repeal.

          TWELFTH: Amendment of By-Laws. The affirmative approval, by vote or
written consent, of the holders of not less than 67% of the shares of Series A
Preferred Stock then outstanding shall be required to amend or repeal, or adopt
any provisions inconsistent with the By-laws s then in effect. Upon the
conversion of all of the shares of Series A Preferred Stock, the Board of
Directors shall have the power to make, amend and repeal the By-laws of the
Corporation. Any By-laws made by the Board of Directors under the powers
conferred hereby may be amended or repealed by the Board of Directors or by the
stockholders of the corporation as provided in the By-laws.

          THIRTEENTH: Amendment of Certificate of Incorporation. The affirmative
approval, by vote or written consent, of the holders of not less than 67% of the
shares of Series A Preferred Stock then outstanding shall be required to amend
or repeal, or adopt any provisions inconsistent with this Certificate of
Incorporation. Upon the conversion of all of the shares of Series A Preferred
Stock, the Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

          IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been affirmed and acknowledged this 10th day of May, 1995.

                                       SEROLOGICALS HOLDINGS, INC.




                                       By:  /s/Harold J. Tenoso, Ph.D.//
                                            ----------------------------
                                            Harold J. Tenoso, Ph.D.
<PAGE>

                                            President and Chief
                                            Executive Officer




ATTEST:




By:  /s/Peggy P. Merritt//
     --------------------
     Peggy P. Merritt
     Secretary