EXHIBIT (3)(i)


                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  E-Z-EM, INC.


                  This Restated Certificate of Incorporation of E-Z-EM, Inc.
(the "Company") has been duly executed and is being filed by the Company to
restate its Certificate of Incorporation, which was originally filed on August
5, 1983, with the Secretary of State of the State of Delaware (the
"Certificate"). The Restated Certificate of Incorporation, which was duly
adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware, only restates and integrates and does
not further amend the provisions of the Company's Certificate as theretofore
amended or supplemented, and there is no discrepancy between those provisions
and the provisions of this Restated Certificate of Incorporation.

                  The Certificate is hereby restated in its entirety to read as
follows:

                  1.       NAME.  The name of the corporation is E-Z-EM, Inc.
(the "Company").

                  2.       REGISTERED OFFICE AND AGENT.  The address of the
Company's registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The
Corporation Trust Company.

                  3.       PURPOSE.  The purposes for which the Company is
formed are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law
of Delaware and to possess and exercise all of the powers and
privileges granted by such law and any other law of Delaware.

                  4. AUTHORIZED CAPITAL. The total number of shares of all
classes of capital stock that the Company shall have authority to issue shall be
19,000,000, consisting of 1,000,000 shares of preferred stock, $.10 per share
("Preferred Stock"), and 18,000,000 shares of common stock, consisting of
12,000,000 shares of Class A Common Stock, par value $0.10 per share ("Class A
Common Stock"), and 6,000,000 shares of Class B Common Stock, par value $0.10
per share ("Class B Common Stock" and, together with the Class A Common Stock,
"Common Stock").


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                           4.1.  TERMS OF THE CLASS A COMMON STOCK AND CLASS B
COMMON STOCK. The powers, preferences and rights of the Class A Common Stock and
the Class B Common Stock, and the qualifications, limitations and restrictions
thereof, shall be in all respects identical except as otherwise required by law
or expressly provided in this Certificate of Incorporation, as amended.

                           4.1.1. VOTING.  Except as otherwise provided by
the Board of Directors in fixing the voting rights of any series of Preferred
Stock in accordance with Section 4.2 of this Article 4 or as otherwise required
by law or expressly provided in this Certificate of Incorporation, voting power
in the election of directors and for all other purposes shall be vested
exclusively in the holders of Class A Common Stock, and each holder of Class A
Common Stock shall be entitled to one vote for each share of Class A Common
Stock held. Notwithstanding anything to the contrary contained in this
Certificate of Incorporation, no action may be taken without the affirmative
vote of sixty-six percent (66%) of the outstanding shares of Class A Common
Stock with respect to any (i) amendment of this Certificate of Incorporation,
(ii) reduction of capital, (iii) merger or consolidation of the Company with one
or more other corporations, (iv) sale, conveyance, lease, mortgage, pledge, or
exchange of all or substantially all of the Company's property or assets or (v)
liquidation, dissolution, or winding up of the Company. The Class B Common Stock
shall have no voting rights on any matters except as otherwise required by law
or expressly provided in this Certificate of Incorporation.

                           4.1.2.  DIVIDENDS AND OTHER DISTRIBUTIONS.  The
record holders of Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock or property of the Company as may be declared
thereon by the Board of Directors out of funds legally available therefor. Each
share of Class A Common Stock and each share of Class B Common Stock shall have
identical rights with respect to dividends and distributions (including
distributions in connection with any recapitalization, and upon liquidation,
dissolution or winding up of the Company); provided that, in the case of cash
dividends, the payment per share of Class B Common Stock may be higher (but in
no event lower) than the payment per share of Class A Common Stock; and
provided, further, that dividends or other distributions payable on Common Stock
in shares of Common Stock shall be made to all holders of Common Stock and may
be made only as follows: (i) in shares of Class B Common Stock to the record
holders of Class A Common Stock and to record holders of Class B Common Stock;
or (ii) in shares of Class A Common Stock to the record holders of Class A
Common Stock and in shares of Class B Common Stock to the record holders of
Class B Common Stock.


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                           4.1.3.  CONVERTIBILITY.  Except as described
below, neither the Class A Common Stock nor the Class B Common Stock shall be
convertible into another class of Common Stock or any other security of the
Company.

                           (a)      All outstanding shares of Class B Common
Stock may be converted into shares of Class A Common Stock on a share-for-share
basis by resolution of the Board of Directors if, as a result of the existence
of the Class B Common Stock, either the Class A Common Stock or the Class B
Common Stock is, or both are, excluded from quotation on the National
Association of Securities Dealers, Inc. Automated Quotation System National
Market System (the "NASDAQ/NMS") or, if such shares are quoted on another
national quotation system or listed on a national securities exchange, from
trading on the principal national quotation system or principal national
securities exchange on which such securities are traded.

                           (b)      All outstanding shares of Class B Common
Stock shall be immediately converted into shares of Class A Common Stock on a
share-for-share basis if at any time the number of outstanding shares of Class A
Common Stock as reflected on the stock transfer records of the Company falls
below 10% of the aggregate number of outstanding shares of Common Stock. For
purposes of the immediately preceding sentence, any shares of Common Stock
repurchased or otherwise acquired by the Company and held as treasury shares
shall not be deemed "outstanding" from and after the date of acquisition.

                           (c)     In the event of any conversion of the Class B
Common Stock pursuant to subsection (a) or (b) of this Section 4.1.3,
certificates that formerly represented outstanding shares of Class B Common
Stock will thereafter be deemed to represent a like number of shares of Class A
Common Stock and all shares of Common Stock authorized by this Certificate of
Incorporation shall be deemed to be shares of Class A Common Stock.

                           4.1.4.   CLASS B PROTECTION.  (a)  If at any time
after the effective time of this amendment of Article 4 (the "Effective Time")
either (i) any person or group acquires (other than upon issuance or sale by the
Company, by operation of law, by will or the laws of descent and distribution,
by gift, or by foreclosure of a bona fide loan) beneficial ownership of shares
of Class A Common Stock constituting 10% or more of the then issued and
outstanding shares of Class A Common Stock or (ii) any group is formed whose
members have acquired after the Effective Time (other than upon issuance or sale
by the Company, by operation of law, by will or the laws of descent and
distribution, by gift, or by foreclosure of a bona fide loan) beneficial
ownership of shares of Class A Common Stock constituting 10% or more of the then
issued and outstanding shares of Class A Common Stock (any person or group
making any

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<PAGE>

such acquisition or any group so formed being hereinafter referred to in this
Section 4.1.4 as a "Significant Shareholder"), and such person or group does not
at the time of such acquisition beneficially own shares of Class B Common Stock
acquired after the time at which the Company shall have first made a
distribution of one share of Class B Common Stock for each share of Class A
Common Stock (hereafter referred to in this Section 4.1.4 as the "Distribution")
constituting an equal or greater percentage of the then issued and outstanding
shares of Class B Common Stock, such Significant Shareholder shall, within the
90-day period beginning the date after becoming a Significant Shareholder,
commence a public cash tender offer to purchase additional shares of Class B
Common Stock (a "Class B Protection Transaction") in accordance with this
Section 4.1.4.

                           (b)      In a Class B Protection Transaction, the
Significant Shareholder shall offer to purchase for cash from the holders of the
Class B Common Stock, pursuant to a public tender offer that is in compliance
with all applicable laws and regulations, at the price determined pursuant to
the formula set forth in subsection (d) of this Section 4.1.4, that number of
additional shares of Class B Common Stock (the "Additional Shares") determined
by (i) multiplying (x) the percentage of issued and outstanding shares of Class
A Common Stock that were beneficially owned by such person or group on the date
(the "Trigger Date") on which such person or group became a Significant
Shareholder and acquired by such Significant Shareholder after the Effective
Time by (y) the number of shares of Class B Common Stock issued and outstanding
on the Trigger Date and (ii) subtracting from such product the number of shares
of Class B Common Stock that were beneficially owned by such Significant
Shareholder on the Trigger Date and acquired by such Significant Shareholder
after the Distribution (including shares acquired on the Trigger Date at or
prior to the time such person or group became a Significant Shareholder). The
Significant Shareholder shall purchase all shares validly tendered in such Class
B Protection Transaction and not withdrawn; provided, however, that if the
number of shares of Class B Common Stock so tendered and not withdrawn exceeds
the number of shares required to be purchased pursuant to the formula set forth
above in this subsection (b), the number of shares of Class B Common Stock
purchased from each tendering holder shall be pro rata in proportion to the
total number of shares of Class B Common Stock so tendered and not withdrawn by
all tendering holders.

                           (c)      A Class B Protection Transaction shall also
be effected by any Significant Shareholder that acquires, or joins a group whose
members (after giving effect to such joining) have since the Effective Time
acquired, beneficial ownership of additional shares of Class A Common Stock
(other than upon issuance or sale by the Company, by operation of law, by will
or the laws of descent and distribution, by gift, or by foreclosure

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of a bona fide loan) if (i) such additional acquisition or joining results in
such Significant Shareholder beneficially owning shares of Class A Common Stock
acquired after the Effective Time representing the next higher integral multiple
of 5% (e.g., 15%, 20%, 25%, etc.) of the total number of shares of Class A
Common Stock issued and outstanding on the date of such acquisition or joining
(a "Subsequent Trigger Date") and (ii) such Significant Shareholder (after
giving effect to such joining, if any) does not on such Subsequent Trigger Date
beneficially own shares of Class B Common Stock acquired after the Distribution
constituting an equal or greater percentage of the total number of shares of
Class B Common Stock issued and outstanding on such Subsequent Trigger Date.
Such Significant Shareholder shall be required to offer to purchase, through a
public cash tender offer that is in compliance with all applicable laws and
regulations, that number of Additional Shares determined by (i) multiplying (x)
the percentage of issued and outstanding shares of Class A Common Stock that
were beneficially owned by such Significant Shareholder on such Subsequent
Trigger Date and acquired by such Significant Shareholder after the Effective
Time by (y) the number of shares of Class B Common Stock issued and outstanding
on such Subsequent Trigger Date and (ii) subtracting from such product the
number of shares of Class B Common Stock that were beneficially owned by such
Significant Shareholder on such Subsequent Trigger Date and acquired by such
Significant Shareholder after the Distribution (including shares acquired on
such Subsequent Trigger Date at or prior to the time such Significant
Shareholder acquired the shares of Class A Common Stock resulting in ownership
of applicable higher integral multiple of 5%). Such Significant Shareholder
shall purchase all shares validly tendered and not withdrawn, or a pro rata
portion thereof as specified in subsection (b) of this Section 4.1.4, at the
price determined pursuant to the formula set forth in subsection (d) of this
Section 4.1.4, even if a previous Class B Protection Transaction resulted in
fewer shares of Class B Common Stock being purchased than the previous tender
offer included.

                           (d)      The offer price for any shares of Class B
Common Stock to be purchased by a Significant Shareholder pursuant to a Class B
Protection Transaction shall be the greater of (i) the highest price per share
paid by such Significant Shareholder for any share of Class A Common Stock in
the six-month period ending on the applicable Trigger Date or Subsequent Trigger
Date, as the case may be, and (ii) the highest bid price of a share of Class A
Common Stock or Class B Common Stock (whichever is higher) on the NASDAQ/NMS (or
such other quotation system or securities exchange constituting the principal
trading market for either class of Common Stock) on such Trigger Date or
Subsequent Trigger Date, as the case may be. In the event that the Significant
Shareholder has acquired shares of Class A Common Stock during such six-month
period for consideration other than

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cash, the value of such consideration per share shall be as determined in good
faith by the Board of Directors.

                           (e)      A Class B Protection Transaction shall be
deemed to have been effected by making the requisite public cash tender offer
and purchasing (after proration, if applicable) all shares that have been
validly tendered into such tender offer and not withdrawn, even if the number of
shares purchased is less than the number of shares included in such tender
offer.

                           (f)      If any Significant Shareholder fails either
to make a public cash tender offer as provided in by this Section 4.1.4 or to
purchase (after proration, if applicable), all shares validly tendered into such
tender offer and not withdrawn, such Significant Shareholder shall not be
entitled to vote any shares of Class A Common Stock beneficially owned by such
Significant Shareholder and acquired by such Significant Shareholder after the
Effective Time unless and until either (i) the provisions of this Section 4.1.4
are complied with or (ii) all shares of Class A Common Stock whose acquisition
after the Effective Time resulted in the occurrence of a Trigger Date or
Subsequent Trigger Date are no longer beneficially owned by such Significant
Shareholder. To the extent that the voting power of any shares of Class A Common
Stock is so suspended, such shares shall not be included in the determination of
aggregate voting shares for any purpose under this Certificate of Incorporation
or applicable law.

                           (g)      Neither a Trigger Date nor a Subsequent
Trigger Date shall be deemed to have occurred in the event of any increase in
percentage ownership of Class A Common Stock resulting solely from a change in
the total amount of Class A Common Stock outstanding; provided that any
acquisition by any person or group occurring after such change shall be subject
to any Class B Protection Transactions provisions that would otherwise apply
pursuant to this Section 4.1.4.

                           (h)      All calculations with respect to percentage
ownership of issued and outstanding shares of either class of Common Stock shall
be based upon the numbers of issued and outstanding shares reported by the
Company on the last filed of the Company's: (i) most recent Annual Report on
Form 10-K; (ii) most recent Quarterly Report on Form 10-Q; or (iii) most recent
Current Report on Form 8-K, if any.

                           (i)      In the event of an acquisition of Class A
Common Stock by the Company, acquired shares shall be considered issued and
outstanding for purposes of determining the Company's obligations under this
Section 4.1.4.

                           (j)      For purposes of this Section 4.1.4: (i) the
meanings of the terms "beneficially own" and "beneficial

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ownership" shall be determined pursuant to Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor provision; (ii) whether a "group" has been formed or exists shall be
determined in accordance with Rule 13d-5(b) promulgated under the Exchange Act,
or any successor provision; (iii) the term "person" shall mean any individual,
partnership, joint venture, corporation, trust, incorporated organization,
government or governmental department or agency, or any other individual or
entity that would be deemed a "person" under Section 13(d)(3) of the Exchange
Act, or any successor provision; and (iv) shares of Class A Common Stock that
were acquired by a person or group beneficially owning shares of common stock of
the Company immediately prior to the Effective Time solely by virtue of the
reclassification of such shares into shares of Class A Common Stock at the
Effective Time shall not constitute shares of Class A Common Stock acquired
after the Effective Time. Shares of Class B Common Stock that were acquired by a
person or group beneficially owning shares of Class A Common Stock on the record
date for the Distribution pursuant to the Distribution shall not constitute
shares of Class B Common Stock acquired after the Distribution.

                           4.1.5.   MERGER AND CONSOLIDATION.  In the event
of a merger or consolidation of the Company with or into another entity (whether
or not the Company is the surviving entity), the holders of Class B Common Stock
shall be entitled to receive the same amount and form of consideration per share
as the per-share consideration, if any, received by any holder of the Class A
Common Stock in such merger or consolidation.

                           4.1.6.   SUBDIVISION OF SHARES.  If the Company
shall in any manner split, subdivide or combine the outstanding shares of Class
A Common Stock or Class B Common Stock, the outstanding shares of the other such
class of Common Stock shall be proportionally split, subdivided or combined in
the same manner and on the same basis as the outstanding shares of the other
class of Common Stock have been split, subdivided or combined.

                           4.1.7.   POWER TO SELL AND PURCHASE SHARES.  The
Board of Directors shall have the power to cause the Company to issue and sell
all or any part of any class of stock herein or hereafter authorized to such
persons, firms, associations or corporations, and for such consideration, as the
Board of Directors shall from time to time, in its discretion, determine,
whether or not greater consideration could be received upon the issue or sale of
the same number of shares of another class, and as otherwise permitted by law.
The Board of Directors shall have the power to cause the Company to purchase,
out of funds legally available therefor, any class of stock herein or hereafter
authorized from such persons, firms, associations or corporations, and for such
consideration, as the Board of

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Directors shall from time to time, in its discretion, determine, whether or not
less consideration could be paid upon the purchase of the same number of shares
of another class, and as otherwise permitted by law.

                           4.1.8.    INCREASE OR DECREASE IN NUMBER OF
SHARES. The number of authorized shares of Class B Common Stock may be increased
or decreased (but not below the number of shares then outstanding) by the
affirmative vote of sixty-six percent (66%) of the outstanding shares of the
Class A Common Stock.

                           4.2.     PREFERRED STOCK.  The Board of Directors
shall have the power by resolution to (i) provide for the issuance of shares of
Preferred Stock in series, (ii) determine the number of shares in any such
series and (iii) fix the designations, preferences, qualifications, limitations,
restrictions, and special or relative rights of the Preferred Stock or any
series thereof.

                  5.       TERM.  The Company is to have perpetual existence.

                  6.       BYLAWS.  The bylaws of the Company may be altered,
amended or repealed by the vote of a majority of all the
directors or by the vote of holders of a majority of the
outstanding stock entitled to vote.

                  7. LIMITATION OF LIABILITY. No director of the Company shall
be liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company 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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.


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<PAGE>
                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 26th day of October, 1992.



                                             E-Z-EM, INC.



                                             /s/ Daniel Martin
                                             --------------------------------
                                             Daniel Martin
                                             President and Chief Operating
                                             Officer
ATTEST:



/s/ W. Philip Van Kirk
----------------------
W. Philip Van Kirk
Secretary


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<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  E-Z-EM, INC.

                Under Section 242 of the General Corporation Law


================================================================================


                  It is hereby certified that:


                  1.  The name of the corporation is E-Z-EM, Inc. (the
"Company").


                  2. The Restated Certificate of Incorporation of the Company
(the "Restated Certificate of Incorporation") is hereby amended in accordance
with the following resolution:

                           RESOLVED, that the First Paragraph of Article 4 of
         the Restated Certificate of Incorporation of the Company is hereby
         amended to read in its entirety as follows:

                           "4. AUTHORIZED CAPITAL. The total number of shares of
                  all classes of capital stock that the Company shall have
                  authority to issue shall be 17,000,000, consisting of
                  1,000,000 shares of preferred stock, $.10 par value per share
                  ("Preferred Stock"), and 16,000,000 shares of common stock,
                  consisting of 6,000,000 shares of Class A Common Stock, $.10
                  par value per share ("Class A Common Stock") and 10,000,000
                  shares of Class B Common Stock, $.10 par value per share
                  ("Class B Common Stock" and together with the Class A Common
                  Stock, "Common Stock")."


                  3. This Amendment of the Restated Certificate of Incorporation
herein certified has been duly adopted in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware.

<PAGE>

                  IN WITNESS WHEREOF, we have hereunto set our hands this 11th
day of December 1995.


                                        E-Z-EM, INC.


                                        /s/ Dennis J. Curtin
                                        -------------------------------------
                                        By:  Dennis J. Curtin
                                        Title: Vice President - Finance


ATTEST:


/s/ Terry S. Zisowitz
-----------------------------------
By:      Terry S. Zisowitz
Title:  Vice President - Legal and Regulatory Affairs

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