EXHIBIT 3.1
                            COMPLETE COPY OF AMENDED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  AVITAR, INC.

     The  undersigned,  a  natural  person,  for the  purpose  of  organizing  a
corporation  for conducting the business and subject to the  requirements of the
laws of the State of Delaware  (particularly  Chapter 1, Title 8 of the Delaware
Code and the acts  amendatory  thereof  and  supplemental  thereto,  and  known,
identified  and  referred  to as the  "General  Corporation  Law of the State of
Delaware"), hereby certifies that:

     FIRST: The name of the corporation  (hereinafter  called the "corporation")
is AVITAR, INC.

     SECOND:  The  address,  including  street,  number,  city and county of the
registered office of the corporation in the State of Delaware is 229 South State
Street,  Dover,  Delaware 19901,  County of Kent; and the name of the registered
agent  of the  corporation  in the  State of  Delaware  at such  address  is The
Prentice-Hall Corporation System, Inc.

     THIRD:  The nature of the business  and the  purposes to be  conducted  and
promoted by the  corporation is to conduct any lawful  business,  to promote any
lawful  purpose,  and  to  engage  in  any  lawful  act or  activity  for  which
corporation my be organized  under the General  Corporation  Law of the State of
Delaware.

     FOURTH:  The total  number of shares of stock which the  corporation  shall
have authority to issue is Two Hundred Five Million (205,000,000),  of which Two
Hundred Million  (200,000,000)  shares shall be Common Stock, par value $.01 per
share, and Five Million  (5,000,000)  shares shall be Preferred Stock, par value
$.001 per share.

At November 27, 1992 (the "Effective  Time"),  each share of Common Stock issued
and  outstanding  immediately  prior to the  Effective  Time  was  automatically
changed and  converted,  without  any action on the part of the holder  thereof,
into  1/54.9 of a share of Common  Stock  and,  in  connection  with  fractional
interests  in shares of  Common  Stock of the  Corporation,  each  holder  whose
aggregate  holdings  of shares  of  Common  Stock  prior to the  Effective  Time
amounted to less than 54.9, or a number not evenly divisible by 54.9,  shares of
Common Stock shall be entitled to receive for such fractional  interest,  and at
the Effective Time any such fractional interest in shares of Common Stock of the
Corporation shall be converted into the right to receive, upon the surrender, of
the stock  certificates  formerly  representing  shares  of Common  Stock of the
Corporation, one whole share of Common Stock.

     The Preferred  Stock may be issued form time to time in one or more classes
and/or series.  The Board of Directors of the  Corporation  is hereby  expressly
authorized to provide,  by resolution or resolutions duly adopted by it prior to
issuance,  for the  creation  of each such  class  an/or  series  and to fix the
designation and the powers, preferences, rights, qualifications, limitations and
restrictions  relating to the shares of each such series.  The  authority of the
Board of Directors with respect to each class or series of Preferred Stock shall
include, but not be limited to, determining the following:

     (a) the  designation of such class and/or  series,  the number of shares to
constitute  such class or series and the stated value if different  from the par
value thereof;

     (b) whether the shares of such class or series shall have voting rights, in
addition to any voting  rights  provided  by law,  and, if so, the terms of such
voting rights, which may be general or limited;

     (c) the  dividends,  if any,  payable on such class or series,  whether any
such dividend shall be cumulative,  and, if so, from what dates,  the conditions
and dates upon which such  dividends  shall be payable,  and the  preference  or
relation which such dividends shall bear to the dividends  payable on any shares
of stock of any other class or series of Preferred Stock;

     (d)  whether  the  shares  of such  class or  series  shall be  subject  to
redemption  by the  Corporation,  and,  if  so,  the  times,  prices  and  other
conditions of such redemption;

     (e) the amount or amounts payable upon shares of such class or series upon,
and the rights of the  holders of such  class or series  in,  the  voluntary  or
involuntary liquidation,  dissolution or winding up, or upon any distribution of
the assets, of the Corporation;

     (f)  whether  the  shares of such  class or series  shall be subject to the
operation  or a  retirement  or sinking  fund and,  if so, the extent to and the
manner in which any such  retirement  or  sinking  fund  shall be applied to the
purchase or redemption  of the shares of such class or series for  retirement or
other  corporation  purposes  and  the  terms  and  provisions  relating  to the
operation thereof;

     (g) whether the shares of such class or series shall be  convertible  into,
or  exchangeable  for, shares of stock of any other class or series of Preferred
Stock or any other  securities  and,  if so,  the price or prices or the rate or
rates of conversion  or exchange and the method,  if any, of adjusting the same,
and any other terms and conditions or conversion or exchange;

     (h) the  limitations  and  restrictions,  if any, to be effective while any
shares of such class or series are outstanding  upon hte payment of dividends or
the making of other distributions on, and upon the purchase, redemption or other
acquisition  by the  Corporation  of, the Common Stock or shares of stock of any
other class or series of Preferred Stock;

     (i)  the  conditions  or  restrictions,   if  any,  upon  the  creation  of
indebtedness  of the  Corporation  or upon the  issue of any  additional  stock,
including  additional  shares os such series and/or class or of any other series
and/or class of Preferred Stock or of any other class; and

     (j) any other powers, preferences and relative, participating, optional and
other special rights,  and any  qualifications,  limitations  and  restrictions,
thereof.

     The powers,  preferences  and relative,  participating,  optional and other
special   rights  of  each  class  or  series  of  Preferred   Stock,   and  the
qualifications,  limitations or  restrictions  thereof,  if any, may differ from
those of any and all other classes or series at any time outstanding. All shares
of any one class or series of Preferred Stock shall be identical in all respects
with all other  shares of such class or series,  except  that  shares of any one
class or series  issued at different  times my differ as to the dates from which
dividends thereof shall be cumulative.

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


      NAME                       MAILING ADDRESS
Kevin M. McGovern, Esquire       P.O. Box 499
                                 165 West Putnam Ave.
                                 Greenwich, CT 06836

     SIXTH: The corporation is to have perpetual existence.

     SEVENTH:  The  corporation  shall,  to the fullest extent  permitted by the
General  Corporation  Law of the State of  Delaware,  as same may be amended and
supplemented,  indemnify  any and  all  persons  whom it  shall  have  power  to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any By-Law,  agreement,
vote of stockholders of disinterested directors or otherwise,  both as to action
in his/her official  capacity and as to action in another capacity while holding
such  office,  and shall  continue as to a person who has ceased to be director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

     Without limiting the foregoing,  no Director shall be personally  liable to
the corporation or any stockholder for monetary  damages for breach of fiduciary
duty as a  director,  except for any  matter in  respect of which such  director
shall be liable under Section 174 of Title 8 of the Delaware  Code  (relating to
the Delaware  General  Corporation  Law) or any  amendment  thereto or successor
provision  thereto or shall be liable by reason that, in addition to any and all
other  requirements  for such liability,  he (i) shall have breached his duty of
loyalty to the  corporation  or its  stockholders,  (ii) shall not have acted in
good  faith or, in failing to act,  shall not have  acted in good  faith,  (iii)
shall  have  acted in a manner  involving  intentional  misconduct  or a knowing
violation of law or, in failing to act,  shall have acted in a manner  involving
intentional  misconduct or a knowing violation of law or (iv) shall have derived
an improper personal  benefit.  Neither the amendment nor repeal of this Article
Seventh,  nor the adoption of any provision of the certificate of  incorporation
inconsistent with this Article Seventh,  shall eliminate or reduce the effect of
this Article Seventh in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article Seventh would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.

     EIGHTH:  From time to time any of the  provisions  of this  certificate  of
incorporation  may  be  amended,  altered,  or  repealed  and  other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  corporation by this
certificate  of  incorporation  are granted  subject to the  provisions  of this
Article EIGHTH.

     NINTH: Election of Directors shall not require a written ballot.

     TENTH: Directors of the corporation shall have the power to adopt, amend or
repeal the  bylaws of the  corporation  without  shareholder  approval  or vote,
provided  that such power shall not divest the  shareholders  of the power,  nor
limit their power to adopt, amend or repeal the bylaws of the Corporation.

     I, the  undersigned,  being the  incorporator  hereinbefore  named, for the
purpose of forming a  corporation  pursuant  to the General  Corporation  Law of
Delaware,  do make this certificate hereby declaring and certifying that this is
my act and deed and facts herein stated are true, and accordingly  have unto set
my hand this 17th day of November, 1986.

Signed on November 17, 1986 and thereafter amended.
                                                              /s/ Incorporator
                                  Incorporator