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                                                                    EXHIBIT 3.01

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                               Under Section 245
                                     of the
                        Delaware General Corporation Law

            FISHER SCIENTIFIC INTERNATIONAL INC., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:

            1. The name of the Corporation is Fisher Scientific International
Inc. The name under which the Corporation was originally incorporated was Fisher
International Inc., and the original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
September 19, 1991.

            2. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the General Corporation Law of
the State of Delaware.

            3. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as heretofore amended, restated or supplemented,
and there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

            4. The text of the Restated Certificate of Incorporation of the
Corporation is restated to read in its entirety as follows:

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

            SECOND: The address of the registered office of the Corporation 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 that address is The
Corporation Trust Company.

            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 stock which the Corporation
shall have authority to issue is 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").

            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 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 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, all shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges.

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

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            (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 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.

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      (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.

            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

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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
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

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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 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.

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            (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 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.

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            IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be executed this 16th day of June, 2005.

                                  FISHER SCIENTIFIC INTERNATIONAL INC.

                                  By: /s/ Mark D. Roellig
                                      __________________________________________
                                      Mark D. Roellig
                                      Vice President, General Counsel, Secretary


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