EXHIBIT 3.1

                                       [Composite Certificate of Incorporation
                                             incorporating May 1998 Amendment]

                 SECOND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          XOMED SURGICAL PRODUCTS, INC.

                                  * * * * *

            XOMED SURGICAL PRODUCTS, INC., a Delaware corporation, hereby
certifies as follows:

            1. The name of the corporation is Xomed Surgical Products, Inc.
Xomed Surgical Products, Inc. was originally incorporated under the name of
Merocel/Xomed Holdings, Inc., and the original Certificate of Incorporation of
the corporation was filed with the Secretary of State of the State of Delaware
on April 5, 1994.

            2. The original Certificate of Incorporation was amended and
restated pursuant to a Restated Certificate of Incorporation which was filed
with the Secretary of State of the State of Delaware on April 14, 1994, which
was further amended pursuant to (i) a Certificate of Amendment to the Restated
Certificate of Incorporation which was filed with the Secretary of State of the
State of Delaware on June 9, 1995 and (ii) a Certificate of Amendment to the
Restated Certificate of Incorporation which was filed with the Secretary of
State of the State of Delaware on April 15, 1996

            3. Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, this Restated Certificate of Incorporation further
amends, restates and integrates the provisions of the Restated Certificate of
Incorporation of this corporation.

            4. This Restated Certificate of Incorporation was duly adopted by
the written consent of the Board of Directors of the corporation and by the
written consent of the stockholders of the corporation in accordance with the
applicable provisions of Sections 228, 242 and 245 of the General Corporation
Law of the State of Delaware.

            5. The text of the Restated Certificate of Incorporation of the
corporation is hereby further amended and restated to read in its entirety as
follows:


                                    ARTICLE I

      The name of the corporation is:

              XOMED SURGICAL PRODUCTS, INC. (the "Corporation").

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                                   ARTICLE II

      The address of the registered office of the Corporation 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 of the
Corporation at such address is The Corporation Trust Company.

                                   ARTICLE III

      The nature of the business to be conducted or promoted by and the purposes
of the Corporation are as follows:

    (a) To acquire, own and hold the capital stock of Merocel Corporation,
Xomed, Inc. (formerly known as "Xomed-Treace, Inc.") and Xomed-Treace, P.R.
Inc. and such other subsidiaries as the Board of Directors of the Corporation
may from time to time designate; and

    (b) To engage in any other lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.

      In furtherance of such business and purposes, the Corporation shall
possess and exercise all the powers and privileges granted by the General
Corporation Law of the State of Delaware or by any other law of the State of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the Corporation.

                                   ARTICLE IV

      The total authorized capital stock of the Corporation shall be Thirty-One
Million (31,000,000) shares consisting of: (i) Thirty Million (30,000,000)
shares of Common Stock of the par value of One Cent ($0.01) per share (the
"Common Stock"); and (ii) One Million (1,000,000) shares of undesignated
Preferred Stock of the par value of One Cent ($0.01) per share (the "Preferred
Stock").

                           SECTION A: PREFERRED STOCK

      The Preferred Stock may be issued from time to time as herein provided in
one or more series. The designations, relative rights, preferences and
limitations of the Preferred Stock, and particularly of the shares of each
series thereof, may, to the extent permitted by law, be similar to or differ
from those of any other series. The Board of Directors of the Corporation is
hereby expressly granted authority, subject to the

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provisions of this Article IV, to fix, from time to time before issuance
thereof, the number of shares in each series and all designations, relative
rights, preferences and limitations of the shares in each such series,
including, but without limiting the generality of the foregoing, the following:

      (a)   the designation of the series and the number of shares to
constitute each series;

      (b) the dividend rate on the shares of each series, any conditions on
which and times at which dividends are payable, whether dividends shall be
cumulative, and the preference or relation (if any) with respect to such
dividends (including preferences over dividends on the Common Stock or any other
class or classes);

      (c) whether the series will be redeemable (at the option of the
Corporation or the holders of such shares or both, or upon the happening of a
specified event) and, if so, the redemption prices and the conditions and times
upon which redemption may take place and whether for cash, property or rights,
including securities of the Corporation or another Corporation;

      (d) the terms and amount of any sinking, retirement or purchase fund;

      (e) the conversion or exchange rights (at the option of the Corporation or
the holders of such shares or both, or upon the happening of a specified event),
if any, including the conversion or exchange price and other terms of conversion
or exchange;

      (f) the voting rights, if any (other than any voting rights that the
Preferred Stock may have as a matter of law);

      (g) any restrictions on the issue or reissue or sale of additional
Preferred Stock;

      (h) the rights of the holders upon voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation (including
preferences over the Common Stock or any other class or classes or series of
stock);

      (i) the preemptive rights, if any, to subscribe to additional issues of
stock or securities of the Corporation; and

      (j) such other special rights and privileges, if any, for the benefit of
the holders of the Preferred Stock, as shall not be inconsistent with provisions
of this Restated Certificate of Incorporation.

      All shares of Preferred Stock of the same series shall be identical in all
respects, except that shares of any one series issued at different times may
differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Preferred

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Stock of all series shall be of equal rank and shall be identical in all
respects except that any series may differ from any other series with respect to
any one or more of the designations, relative rights, preferences and
limitations described or referred to in subparagraphs (a) to (j) inclusive
above.

                             SECTION B: COMMON STOCK

      (a) DIVIDENDS. Subject to the preferences and other rights of the
Preferred Stock as set out above, the holders of Common Stock shall be entitled
to receive dividends when and as declared by the Board of Directors out of funds
legally available therefor.

      (b) LIQUIDATION. In the event of any liquidation, dissolution or winding
up of the affairs of the Corporation, voluntary or involuntary, after payment or
provision for payment to the holders of Preferred Stock of the amounts to which
they may be entitled as set out above, the remaining assets of the Corporation
available to stockholders shall be distributed equally per share to the holders
of Common Stock.

      (c) VOTING RIGHTS. Except as otherwise provided herein or by law, each
holder of Common Stock shall be entitled to one vote in respect of each share of
Common Stock held of record on all matters submitted to a vote of stockholders.

      (d) RECLASSIFICATIONS. In the event of any stock split, combination or
other reclassification of shares of Common Stock, each share of Common Stock
shall be treated equally.

      (e) NO PREEMPTIVE RIGHTS. No holder of Common Stock of the Corporation
shall, by virtue of this Restated Certificate of Incorporation or Delaware law
generally, have any preemptive right to subscribe to any additional issue of
stock of the Corporation of any or all class or series thereof or to any
security convertible into such stock.


                                    ARTICLE V

            The Corporation is to have perpetual existence.


                                   ARTICLE VI

            In furtherance and not in limitation of the powers conferred by
statute, the By-Laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by the Board of Directors.


                                   ARTICLE VII


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            The Corporation shall indemnify any and all of its directors or
officers, including former directors or officers, and any employee, who shall
serve as an officer or director of any corporation at the request of
Corporation, to the fullest extent permitted under and in accordance with the
laws of the State of Delaware.


                                  ARTICLE VIII

            Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.


                                   ARTICLE IX

            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 any improper
personal benefit. If the Delaware General Corporation Law is amended after the
date of incorporation of the Corporation to authorize corporate action further
eliminating or limiting the personal liability of Directors, then the liability
of a Director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

            Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.


                                    ARTICLE X

            The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in any manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.




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            IN WITNESS WHEREOF, said Corporation has caused this Certificate to
be signed by its Vice President and Chief Financial Officer this 12th day of
September, 1996.


                                          XOMED SURGICAL PRODUCTS, INC.



                                          By: /s/   THOMAS E. TIMBIE
                                             -----------------------------------
                                          Name:   Thomas E. Timbie
                                          Title:  Vice President and
                                                  Chief Financial
                                                  Officer


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