<PAGE>
   STATE OF DELAWARE                                                 Exhibit 3.1
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/17/1991
   751351060 - 2273998


                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                     FISHER SCIENTIFIC INTERNATIONAL, INC.


     FISHER SCIENTIFIC INTERNATIONAL, INC., a corporation organized and existing
by virtue of the General Corporation Law of the State of Delaware (the "Law"),
DOES HEREBY CERTIFY:

     1.   That the name of the Corporation is Fisher Scientific International
Inc. and its Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on September 19, 1991 and amended on October 28, 1991.

     2.   That this Restated Certificate of Incorporation restates and
integrates and also further amends the Certificate of Incorporation of the
Corporation.

     3.   That this Restated Certificate of Incorporation and the amendments to
the Certificate of Incorporation contained herein were declared advisable and
adopted on December 10, 1991 by the unanimous written consent of the Board of
Directors pursuant to Section 141(f) of the Law, filed with the minutes of the
proceedings of the Board, and were approved by the unanimous written consent of
the stockholders pursuant to Section 228 of the Law, filed with minutes of the
proceedings of the stockholders, and have thereby been duly adopted in
accordance with the provisions of Sections 242(b) and 245 of the Law.

     5.   The text of the Certificate of Incorporation of this Corporation is
hereby restated, integrated and amended to read in its entirety as follows:
<PAGE>
                    RESTATED CERTIFICATE OF INCORPORATION OF
                      FISHER SCIENTIFIC INTERNATIONAL INC.


     FIRST: The name of the corporation is Fisher Scientific International Inc.
(the "Corporation").

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

     THIRD: 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: The total number of shares of which the Corporation shall have
authority to issue is 65,000,000 shares, of which 50,000,000 shares shall be
Common Stock, par value $0.01 per share (the "Common Stock"), and 15,000,000
shares shall be Preferred Stock, par value $0.01 per share (the "Preferred
Stock").

     FIFTH: (a) Subject to the provisions of Article Fifth (b) hereof, the
Corporation may issue Common Stock from time to time in one or more series or
classes as the Board of Directors may establish by the adoption of a resolution
or resolutions relating thereto, each series or class to have such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issue of such series or class
adopted by the Board of Directors pursuant to authority to do so, which
authority is hereby granted to the Board of Directors.

     (b) The Common Stock initially authorized for issuance by the Corporation
shall consist of 50,000,000 shares of Common Stock. The designations and the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of such shares of Common Stock shall be governed by the
following provisions:

         (i) Identical Rights. Except as otherwise provided herein, all shares
of Common Stock shall be identical and shall entitle the holders thereof to the
same rights and privileges.




                                      -2-

<PAGE>
          (ii) Voting Rights.  Except as otherwise required by law or as
otherwise provided herein, on all matters submitted to the Corporation's
stockholders, the holders of Common Stock shall be entitled to one vote per
share.

          (iii) Dividend Rights.  When and as dividends or other distributions
are declared, whether payable in cash, in property or in securities of the
Corporation, the holders of shares of Common Stock shall be entitled to share
equally, share for share, in such dividends or other distributions, provided
that if dividends or other distributions are declared which are payable in
shares of Common Stock, such dividends or other distributions shall be declared
payable at the same rate for all holders of Common Stock, and the dividends
payable in shares of Common Stock will be payable to holders of Common Stock.

          (iv) No Closing of Transfer Books.  The Corporation shall not close
its books against the transfer of any share of Common Stock.

     SIXTH:  The Corporation may issue Preferred Stock from time to time in
one or more series as the Board of Directors may establish by the adoption of a
resolution or resolutions relating thereto, each series to have such voting
powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors pursuant to authority to do so, which
authority is hereby granted to the Board of Directors.

     SEVENTH:  The duration of the Corporation is to be perpetual.

     EIGHTH:  (a) Except as may be provided pursuant to resolutions of the Board
of Directors, adopted pursuant to the provisions of this Certificate of
Incorporation, establishing any series or class of Common Stock or Preferred
Stock and granting to holders of shares of such series or class of Common Stock
or Preferred Stock rights to elect additional directors under specified
circumstances, the number of directors of the Corporation shall be determined
from time to time in the manner described in the By-laws. The directors, other
than those who may be elected by the holders of Common Stock or Preferred Stock
pursuant to such resolutions, shall be classified with respect to the time 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, one
class initially to be elected for a term expiring at the annual meeting of
stockholders

                                      -3-
<PAGE>
to be held in 1992 another class initially to be elected for a term expiring at
the annual meeting of stockholders to be held in 1993 and another class
initially to be elected for a term expiring at the annual meeting of
stockholders to be held in 1994 with the members of each class to hold office
until their successors have been elected and qualified. At each annual meeting
of stockholders, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election. No director need be a stockholder.

     (b)  Except as otherwise provided in a resolution of the Board of
Directors, adopted pursuant to the provisions of this Certificate of
Incorporation, establishing a series or class of Common Stock or Preferred
Stock and creating in the holders of shares of such series or class rights to
elect directors under specified circumstances, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even if less than a quorum of the Board of
Directors, or by a sole remaining director. Any director elected in accordance
with the preceding sentence shall hold office until the annual meeting of
stockholders at which the term of office of the class to which such director
has been elected expires, and until such director's successor shall have been
duly elected and qualified. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

     (c)  Subject to the rights of holders of Common Stock or Preferred Stock
to elect directors under circumstances specified in a resolution of the Board
of Directors, adopted pursuant to the provisions of this Certificate of
Incorporation establishing such series or class, any director may be removed
from office only for cause by the affirmative vote of the holders of at least
80% of the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class.

     (d)  Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the voting power of the Voting Stock, voting together as a single class,
shall be required to amend or repeal, or adopt any provision inconsistent with,
any provision of this Article EIGHTH.

                                      -4-

<PAGE>
     NINTH:  Except as required by law and subject to the rights of the holders
of any series of Preferred Stock established pursuant to the provisions of this
Certificate of Incorporation, special meetings of stockholders may be called
only by the Board of Directors [or by the Chief Executive Officer] pursuant to a
resolution approved by a majority of the entire Board of Directors of the
Corporation (as determined in accordance with the By-Laws). Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of the
Voting Stock, voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with, any provision of this Article
NINTH.

     TENTH:  No stockholder action may be taken except as an annual or special
meeting of stockholders of the Corporation, and stockholders may not take any
action by written consent in lieu of a meeting. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the voting power of the Voting Stock,
voting together as a single class, shall be required to amend or repeal, or
adopt any provision inconsistent with, any provision of this Article TENTH.

     ELEVENTH:  Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

     TWELFTH:  No contract or other transaction of the Corporation shall be
void, voidable, fraudulent or otherwise invalidated, impaired or affected, in
any respect, by reason of the fact that any one or more of the officers,
directors or stockholders of the Corporation shall individually be party or
parties thereto or otherwise interested therein, or shall be officers,
directors or stockholders of any other corporation or corporations which shall
be party or parties thereto or otherwise interested therein; provided that such
contract or other transactions be duly authorized or ratified by the Board of
Directors, with the assenting vote of a majority of the disinterested directors
then present, or, if only one such is present, with his assenting vote.

     THIRTEENTH:  The Board of Directors may from time to time make, amend,
supplement or repeal the By-laws; provided, however, that the stockholders may
change or repeal any By-law adopted by the Board of Directors; and provided,
further, that no amendment or supplement to the By-laws adopted by the Board of
Directors shall vary or conflict with any amendment or supplement adopted by
the stockholders. Notwithstanding the foregoing and anything


                                      -5-



<PAGE>
contained in this Certificate of Incorporation to the contrary, Section 3
("Special Meetings") of Article II ("Meetings of Stockholders") of the By-laws,
Section 2 ("Number, Election and Terms") or Section 10 ("Removal of Directors")
of Article III ("Directors") of the By-laws, or the final sentence of Article XI
("Amendments") of the By-laws, shall not be amended or repealed, and no
provision inconsistent with any thereof shall be adopted, without the
affirmative vote of the holders of at least 80% of the voting power of the
Voting Stock, voting together as a single class. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the voting power of the Voting Stock,
voting together as a single class, shall be required to amend or repeal, or
adopt any provision inconsistent with, any provision of this Article THIRTEENTH.

     FOURTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision 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.

     FIFTEENTH: (a) A director of the Corporation shall not be personally liable
to the Corporation 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 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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

     (b)(1) Right to 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 she, or the
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the



                                      -6-

<PAGE>
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
this paragraph (b), the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this paragraph (b) shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer of the
Corporation (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

     (2) Right of Claimant to Bring Suit. If a claim under subparagraph (b)(1)
is not paid in full by the Corporation within 30 days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceedings in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of

                                      -7-
<PAGE>
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification or the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     (3) Non-Exclusivity of Rights.  The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this paragraph (b) shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

     (4) Insurance.  The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

     SIXTEENTH:  The Corporation expressly elects not to be governed by Section
203 of the Delaware General Corporation Law.

                                      -8-
<PAGE>
     IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this
Restated Certificate of Incorporation to be signed by Paul M. Meister, its
Senior Vice President - Chief Financial Officer, and attested to by Allison G.
Pellegrino, its Assistant Secretary, this 16th day of December, 1991.

                                       FISHER SCIENTIFIC INTERNATIONAL INC.



                                       By: /s/ Paul M. Meister
                                          -------------------------------------
                                          Senior Vice President -
                                          Chief Financial Officer


Attest:

/s/ Allison G. Pellegrino
------------------------------------
Allison G. Pellegrino
Assistant Secretary

                                      -9-

<PAGE>
                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 12:00 PM 03/29/2001
                                                             010154684 - 2273998

                           CERTIFICATE OF CORRECTION

                                     TO THE

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                                ----------------

                   Pursuant to Section 103(f) of the General
                    Corporation Law of the State of Delaware

                                ----------------

     FISHER SCIENTIFIC INTERNATIONAL INC., a Delaware corporation (hereinafter
called the "Corporation"), does hereby certify as follows:

     FIRST: The Corporation filed a Restated Certificate of Incorporation (the
"Restated Certificate") with the Secretary of State of the State of Delaware on
December 17, 1991.

     SECOND: Article FIFTH, paragraph (b) of the Restated Certificate, as filed,
was incorrect in the following respects: (1) it erroneously included a sentence
it should not have included and (2) it erroneously included in two places the
word "herein" instead of the words indicated in quotes in Article FOURTH of this
Certificate of Correction.

     THIRD: Article FIFTH, paragraph (b) of the Restated Certificate is hereby
corrected by deleting the first sentence thereof.

     FOURTH: Article FIFTH, paragraph (b) of the Restated Certificate is hereby
further corrected by replacing the word "herein" contained in the second line of
each of clauses (i) and (ii) of such paragraph with the following words:

     "in this Certificate of Incorporation, including in a resolution of the
Board of Directors, adopted pursuant to the provisions of this Certificate of
Incorporation, establishing any series or class of Common Stock or Preferred
Stock".

     FIFTH: The foregoing is duly made in accordance with Section 103(f) of the
General Corporation Law of the State of Delaware.



<PAGE>
              IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL

INC. has caused this Certificate to be duly executed in its corporate name this
27th day of March, 2001.


                                  FISHER SCIENTIFIC INTERNATIONAL INC.



                                  By: /s/ Todd DuChene
                                      --------------------------------
                                  Name:  Todd DuChene
                                  Title: Vice President, Secretary and
                                         General Counsel







                                       2

<PAGE>
                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 10/30/1998
                                                               981419642-2273998


                   CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                      AND
                               REGISTERED OFFICE

     Fisher Scientific International Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation
is in the county of New Castle.

     The Board of Directors of Fisher Scientific International Inc. adopted the
following resolution on the 10th day of September, 1998.

     Resolved, that the registered office of Fisher Scientific International
Inc. in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,
and the authorization of the present registered agent of this corporation be
and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be
and is hereby constituted and appointed the registered agent of this
corporation at the address of its registered office.

     IN WITNESS WHEREOF, Fisher Scientific International Inc. has caused this
statement to be signed by Traci Houck, its Vice President, this 26th day of
October, 1998.


                                        /s/ Traci Houck
                                        ---------------------------
                                        Traci Houck, Vice President

<PAGE>
                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 05/19/1998
                                                           981191302-2273998


                            CERTIFICATE OF AMENDMENT

                                       OF

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                     FISHER SCIENTIFIC INTERNATIONAL, INC.


     FISHER SCIENTIFIC INTERNATIONAL INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation in accordance with
the provisions of Section 242 of the DGCL, by the unanimous vote of its members
on March 16, 1998, filed with the minutes of the Board of Directors, duly
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation declaring such amendment to be advisable and
directing that such amendment be submitted to and be considered by the
stockholders of the Corporation for approval at the 1998 Annual Meeting of
Stockholders. The resolution setting forth the proposed amendment is as follows:

RESOLVED, That the Certificate of Incorporation of the Corporation be amended
by changing the Fourth Article thereof so that, as amended, such Article shall
be and read as follows:

"The total number of shares of stock which the Corporation shall have authority
to issue is 115,000,000 shares, of which 100,000,000 shall be Common Stock, par
value $0.01 per share (the "Common Stock"), and 15,000,000 shares shall be
Preferred Stock, par value $0.01 per share (the "Preferred Stock")."

     SECOND: That thereafter, the foregoing amendment to the Corporation's
Certificate of Incorporation was duly adopted by the holders of a majority of
the outstanding shares of

<PAGE>
Common Stock of the Corporation at the Annual Meeting of Stockholders on May 12,
1998 in accordance with the provisions of Section 242 of the DGCL and the terms
of the Certificate of Incorporation.

     IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this
Certificate of Amendment to be signed by Paul M. Meister, its Executive Vice
President, and attested by Todd M. DuChene, its Vice President and Secretary,
this 18th day of May, 1998.

                                        FISHER SCIENTIFIC INTERNATIONAL INC.

                                        By: /s/ Paul M. Meister
                                            -----------------------------------
                                            Paul M. Meister
                                            Executive Vice President

ATTEST:

By: /s/ Todd M. DuChene
    ------------------------------
    Todd M. DuChene
    Vice President and Secretary


                                       2
<PAGE>
                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 06/06/2001
                                                           010272396 - 2273998

                            CERTIFICATE OF AMENDMENT

                                       OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      FISHER SCIENTIFIC INTERNATIONAL INC.


      -------------------------------------------------------------------
      PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE
                                  OF DELAWARE
      -------------------------------------------------------------------


     FISHER SCIENTIFIC INTERNATIONAL Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: Article Fourth of the Corporation's Restated Certificate of
Incorporation, as amended, is hereby amended to read in its entirety as set
forth below:

          "FOURTH: The total number of shares of stock which the Corporation
     shall have authority to issue shall be 515,000,000 shares, of which
     500,000,000 shall be common stock, par value $0.01 per share (the "Common
     Stock"), and 15,000,000 shares shall be preferred stock, par value $0.01
     per share (the "Preferred Stock").

     SECOND: The foregoing amendment to the Corporation's Restated Certificate
of Incorporation was duly adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this
Certificate of Amendment to be duly executed in its name, this 6th day of
June, 2001.


                                     FISHER SCIENTIFIC INTERNATIONAL INC.


                                     By: /s/ Todd M. DuChene
                                         --------------------------------
                                         Name: Todd M. DuChene
                                         Title: Vice President, General Counsel
                                                and Secretary