EXHIBIT 3.2

                               AMENDED AND RESTATED
                           CERTIFICATE OF INCORPORATION
                                        OF
                          AQUILA BIOPHARMACEUTICALS, INC.

                   (Original Certificate of Incorporation filed
            with the Secretary of State of Delaware on March 7, 1996.)


             FIRST.  The name of the corporation is Aquila
        Biopharmaceuticals, Inc.

             SECOND.  The address of its registered office in the State of
        Delaware is Corporation Trust Center, 1209 Orange Street, in the
        City of Wilmington, County of New Castle.  The name of the
        registered agent at such address is The Corporation Trust Company.

             THIRD.  The nature of the business or purpose to be conducted
        or promoted is:  to engage in any lawful act or activity for which
        corporations may be organized under the General Corporation Law of
        Delaware.

             FOURTH.  The name and address of the incorporator is:
        Jane V. Hawkes of 311 Main Street, Worcester, Massachusetts.

             FIFTH.

             A.   Number of Shares.

             The total number of shares of capital stock which the
        corporation shall have the authority to issue is thirty-five
        million five hundred thousand (35,500,000) shares, of which thirty
        million five hundred thousand (30,500,000) shares shall be common
        stock, par value $.01 per share, and five million (5,000,000) shares
        shall be preferred or special stock, par value $.01 per share.

             The number of authorized shares of preferred or special stock
        may be increased or decreased (but not below the number of shares
        outstanding) by the affirmative vote of the holders of a majority
        of the common stock, without a vote of the holders of the
        preferred or special stock, or of any class or series thereof,
        unless a vote of any such holders is required pursuant to the
        certificate or certificates establishing the class or series of
        preferred or special stock.

             B.   General.

             No holder of any stock of the corporation shall be entitled
        as such, as a matter of right, to subscribe for or purchase any
        part of any new or additional issue of stock of any class
        whatsoever of the corporation, or of securities convertible into
        stock of any class whatsoever, whether now or hereafter
        authorized, or whether issued for cash or other consideration or
        by way of dividend.




             The designations, powers, preferences and rights of, and the
        qualifications, limitations and restrictions upon, each class or
        series of stock shall be as set forth below in Paragraphs C
        through E of this Article FIFTH; provided, that in no event shall
        the corporation have authority to issue any class or series of
        stock which does not have the right to vote generally in the
        election of directors, notwithstanding anything in Paragraphs C,
        D, or E of Article FIFTH to the contrary.

             C.   Preferred or Special Stock.

             Subject to any limitation prescribed by law or by Paragraph E
        of this Article FIFTH, the board of directors of the corporation
        is expressly authorized to provide for the issuance of the shares
        of preferred or special stock in one or more classes or one or
        more series within any class, and by filing a certificate pursuant
        to applicable law of the State of Delaware, to establish or change
        from time to time the number of shares to be included in each such
        class or series, and to fix the designation, powers, preferences
        and rights of the shares of each such class or series and any
        qualifications, limitations and restrictions thereof.  Any action
        by the board of directors under this Paragraph C shall require the
        affirmative vote of a majority of the directors then in office.
        The authority of the board of directors with respect to each such
        class or series of preferred or special stock shall include, but
        not be limited to, the right to determine or fix one or more of
        the following:

             (a)  The distinctive class or serial designation and the
        number of shares constituting such class or series;

             (b)  The dividend rates or the amount of dividends to be paid
        on the shares of such class or series, whether dividends shall be
        cumulative and, if so, from which date or dates, the payment date
        or dates for dividends, and the participating and other rights, if
        any, with respect to dividends;

             (c)  The voting powers, full or limited, if any, of the
        shares of such class or series;

             (d)  Whether the shares of such class or series shall be
        redeemable and, if so, the price or prices at which, and the terms
        and conditions on which, such shares may be redeemed;

             (e)  The amount or amounts payable upon the shares of such
        class or series and any preferences applicable thereto in the
        event of the voluntary or involuntary liquidation, dissolution or
        winding up of the corporation;

             (f)  Whether the shares of such class or series shall be
        entitled to the benefit of a sinking or retirement fund to be
        applied to the purchase or redemption of such shares, and if so
        entitled, the amount of such fund and the manner of its


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        application, including the price or prices at which such shares
        may be redeemed or purchased through the application of such fund;

             (g)  Whether the shares of such class or series shall be
        convertible into, or exchangeable for, shares of any other class
        or classes or of any other series of the same or any other class
        or classes of stock of the corporation and, if so convertible or
        exchangeable, the conversion price or prices, or the rate or rates
        of exchange, and the adjustments thereof, if any, at which such
        conversion or exchange may be made, and any other terms and
        conditions of such conversion or exchange;

             (h)  The price or other consideration for which the shares of
        such class or series shall be issued;

             (i)  Whether the shares of such class or series which are
        redeemed or converted shall have the status of authorized but
        unissued shares of preferred or special stock and whether such
        shares may be reissued as shares of the same or any other class or
        series of stock; and

             (j)  Such other powers, preferences, rights, qualifications,
        limitations and restrictions thereof as the board of directors of
        the corporation may deem advisable.

             All stock issued pursuant to this Paragraph C shall be
        hereinafter referred to as "preferred stock".

             D.   Common Stock

             Subject to all of the rights of the preferred stock, and
        except as provided by law or in this Article FIFTH (or in any
        certificate of designations of any class or series of preferred
        stock) or by the board of directors pursuant to this Article
        FIFTH:

             (a)  the holders of the common stock shall have the right to
        vote for the election of directors and on all other matters
        requiring stockholder action, each share being entitled to one
        vote;

             (b)  dividends may be declared and paid or set apart for
        payment upon the common stock out of any assets or funds of the
        corporation legally available for the payment of dividends, but
        only when and as declared by the board of directors or any
        committee thereof authorized by the board of directors to declare
        dividends; and

             (c)  upon the voluntary or involuntary liquidation,
        dissolution or winding up of the corporation, the net assets of
        the corporation shall be distributed pro rata to the holders of
        the common stock in accordance with their respective rights and
        interests.


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             E.   Limitations on Issuance of Preferred Stock

             The authority of the board of directors to establish a class
        or series of preferred stock under Paragraph C above is subject to
        the following limitation:

             Until the conclusion of the corporation's 1997 annual
        meeting, no class or series of preferred stock shall be
        established or shares thereof issued unless approved either by (i)
        a unanimous vote of the board of directors, or (ii) a vote of a
        majority of the shares of capital stock represented in person or
        by proxy at a meeting of stockholders.

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

             A.   The board of directors shall have the power to adopt,
        alter, amend and repeal the by-laws of the corporation.  Any by-
        laws of the corporation adopted by the directors under the powers
        conferred hereby may be altered, amended or repealed by the
        directors or by the stockholders.  Notwithstanding the foregoing
        or any other provisions of this certificate of incorporation or
        the by-laws of the corporation to the contrary, any such action by
        the board of directors to adopt, alter, amend or repeal the by-
        laws of the corporation shall require the affirmative vote of a
        majority of the directors then in office at a duly constituted
        meeting of the board of directors.  Notwithstanding the foregoing
        or any other provisions of this certificate of incorporation or
        the by-laws of the corporation to the contrary, any action by the
        stockholders to adopt, alter, amend or repeal the by-laws of the
        corporation shall require the affirmative vote of the holders of
        at least sixty-six and two-thirds percent (66 2/3%) of the then
        outstanding shares of stock entitled to vote thereon, voting
        together as a single class, at a duly constituted meeting of the
        stockholders called expressly for such purpose.

             B.   Elections of directors need not be by written ballot
        unless the by-laws of the corporation shall so provide.

             C.   The books of the corporation may be kept at such place
        within or without the State of Delaware as the by-laws of the
        corporation may provide or as may be designated from time to time
        by the board of directors of the corporation.

             D.   A director of the corporation shall be relieved of any
        personal liability to the corporation or its stockholders for
        monetary damages for breach of his or her fiduciary duty as a
        director of the corporation to the extent provided either (i) in
        the order of the United States Bankruptcy Court for the District
        of Massachusetts confirming the Reorganization Plan but in any
        event to no greater extent than is permitted by Section 102(b)(7)
        or any successor or similar provision of the Delaware General
        Corporation Law, or (ii) by the Delaware General Corporation Law,
        as now or hereafter in effect and interpreted by the courts of the

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        State of Delaware, in the absence of any specific provision in a
        corporation's certificate of incorporation.

             E.   Except as otherwise fixed pursuant to the provisions of
        Article FIFTH hereof relating to the rights of the holders of any
        class or series of preferred stock to elect directors, the number
        of directors of the corporation shall be fixed from time to time
        by or in the manner provided in the corporation's by-laws.  The
        directors, other than those who may be elected by the holders of
        any class or series of preferred stock, shall be classified with
        respect to the term for which they severally hold office into
        three classes, as nearly equal in number as possible, as shall be
        provided in the manner specified in the by-laws.

                  At the annual shareholders meeting of the corporation in
        1997, the term of office of the class of directors designated as
        Class I directors shall expire and new Class I directors shall be
        elected for a term to expire at the annual shareholders meeting in
        1999.  At the annual shareholders meeting in 1997, the term of the
        office of the class of directors designated as the Class II
        directors shall expire and new Class II directors shall be elected
        for a term expiring in 2000, and at the annual shareholders
        meeting in 1998, the term of office of the class of directors
        designated as the Class III directors shall expire and new Class
        III directors shall be elected for a term expiring in 2001.  At
        each succeeding annual meeting of shareholders of the corporation,
        the successors to the class of directors whose terms expire at
        that meeting shall be elected to hold office for a term expiring
        at the annual meeting of shareholders held in the third year
        following the year of their election and until their respective
        successors are elected and qualified.  If the number of directors
        is changed, any increase or decrease in the number of directors
        shall be apportioned by the board of directors so that each class
        is as nearly equal as possible, provided that no decrease in the
        number of directors shall affect the term of any director then in
        office.

             F.   Subject to the rights of any class or series of
        preferred stock to elect or remove directors, any director
        (including persons elected by directors to fill vacancies on the
        board of directors) may be removed from office, with or without
        cause, by the affirmative vote of (i) the holders of at least
        sixty-six and two-thirds percent (66 2/3%) of the then outstanding
        shares of stock entitled to vote generally in the election of
        directors, voting together as a single class, at a duly
        constituted meeting of stockholders called expressly for such
        purpose, or (ii) at least two-thirds of the directors then in
        office.  At least thirty (30) days prior to any such meeting of
        stockholders, written notice shall be sent to the director whose
        removal will be considered at the meeting.

             G.   Except as otherwise fixed pursuant to the provisions of
        Article FIFTH hereof relating to the rights of the holders of any
        class or series of preferred stock to elect directors, any vacancy

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        occurring in the board of directors, including any newly created
        directorships resulting from an increase in the number of
        directors or any vacancy resulting from death, resignation,
        disqualification, removal or other cause, shall be filled solely
        by the affirmative vote of a majority of the remaining directors
        then in office, even though less than a quorum of the board of
        directors.  Any director appointed in accordance with the
        preceding sentence shall hold office for the remainder of the full
        term of the class of directors in which the new directorship was
        created or the vacancy occurred and until such director's
        successor shall have been elected and qualified.

             SEVENTH.  Any action required by law to be taken at any
        annual or special meeting of stockholders of the corporation, or
        any action which may be taken at any annual or special meeting of
        such stockholders, shall be taken only at such a meeting.

             Except as otherwise required by law or Article SIXTH hereof,
        and subject to the rights of the holders of any class or series of
        preferred stock, special meetings of the stockholders of the
        corporation may be called only by (i) the board of directors
        pursuant to a resolution approved by affirmative vote of majority
        of the directors then in office, (ii) the Chairman of the Board,
        if one is elected, (iii) the President, or (iv) the holders of at
        least sixty-six and two-thirds percent (66 2/3%) of the then
        outstanding shares of stock entitled to vote generally in the
        election of directors.  Only those matters set forth in the notice
        of special meeting may be considered or acted upon at such special
        meeting, unless otherwise provided by law.  Advance notice of any
        matters which stockholders intend to propose for action at an
        annual meeting shall be given in the manner provided in the by-
        laws of the corporation.

             EIGHTH.  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 Section 291 of Title 8 of Delaware Code or on
        the application of trustees in dissolution or of any receiver or
        receivers appointed for this corporation under 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

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        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.

             NINTH.  The corporation reserves the right to repeal, alter
        or amend this certificate of incorporation in the manner now or
        hereafter prescribed by statute and this certificate of
        incorporation, and all rights conferred upon stockholders herein
        are granted subject to this reservation.  No repeal, alteration or
        amendment of this certificate of incorporation shall be made
        unless the same is first approved by the board of directors of the
        corporation pursuant to a resolution adopted by the affirmative
        vote of a majority of the directors then in office, and thereafter
        approved by the stockholders.  For the purposes of the foregoing
        sentence, and notwithstanding any other provisions of this
        certificate of incorporation or the by-laws of the corporation
        (and notwithstanding the fact that a lesser percentage may be
        specified by law, this certificate of incorporation or the by-laws
        of the corporation), the affirmative vote of the holders of at
        least sixty-six and two-thirds percent (66 2/3%) of the then
        outstanding shares of stock entitled to vote thereon (or such
        greater proportion as may be required by law), voting together as
        a single class, at a duly constituted meeting of stockholders
        called expressly for such purpose, shall be required to repeal,
        alter or amend any provision of, or adopt any provision
        inconsistent with, this Article NINTH, Sections B, C, D and E of
        Article FIFTH, Article SIXTH, or Article SEVENTH.

             The Amended and Restated Certificate of Incorporation has
        been duly adopted in accordance with Section 245 and Section 242
        of the General Corporation Law of the State of Delaware.



                                           ______________________________
                                           Jane V. Hawkes, Secretary


















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