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                                                                    EXHIBIT 3(I)

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               ORGANOGENESIS INC.

              Pursuant to Sections 228, 242 and 245 of the General
                    Corporation Law of the State of Delaware

     We, the undersigned, Eugene Bell and Crispin B. Weinberg, President and
Secretary, respectively, of Organogenesis Inc. (the "Corporation"), a
corporation organized and existing under and by virtue of the provisions of the
Delaware Corporation Law, the Certificate of Incorporation of which was filed in
the office of the Secretary of State of the State of Delaware on May 6, 1985, DO
HEREBY CERTIFY THAT this Restated Certificate of Incorporation has been duly
adopted by the holders of a majority of the issued and outstanding shares of the
Common Stock and by the holders of a majority of the issued and outstanding
shares of the Series A Preferred Stock of the Corporation in accordance with the
provisions of Sections 228, 242 and 245 of the Delaware Corporation Law and
written notice of such adoption has been given to all stockholders who have not
so consented in writing.

     FIRST.  The name of the Corporation is:  Organogenesis 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 its registered agent at such address is The
Corporation Trust Company.

     THIRD.  The nature of the business or purposes to be conducted or promoted
by the Corporation is as follows:

     To engage in any lawful act of activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH.  The total number of shares of stock which the Corporation shall
have authority to issue is 10,000,000 shares of Common Stock, $.01 par value per
share, and 500,000 shares of Preferred Stock, $1.00 par value per share.

     The following is a statement of the designations and powers, preferences
and rights, and the relative, participating, optional or other special rights,
and the qualifications, limitations ad restrictions granted to or imposed upon
the respective classes of shares of capital stock of the Corporation or the
holders thereof:
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A.   Common Stock
--   ------------

     The voting and dividend rights, and the rights in the event of the
liquidation of the Corporation, of the holders of the Common Stock are subject
to and qualified by such rights of the holders of the Preferred Stock of any
series as the Board of Directors may designate upon the issuance of the
Preferred Stock of any series.

     The holders of the Common Stock are entitled to one vote for each share
held at all meetings of stockholders.  There shall be no cumulative voting.

     Dividends may be declared and paid on the Common Stock from funds lawfully
available therefor as and when determined by the Board of Directors and subject
to any preferential dividends rights of any then outstanding Preferred Stock.

     Upon the dissolution or liquidation of the Corporation, whether voluntary
or involuntary, holders of Common Stock will be entitled to receive pro rata all
net assets of the Corporation available for distribution after payment of
creditors and of any preferential liquidation rights of any then outstanding
Preferred Stock.

     No holder of shares of the Common Stock 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, whether now or hereafter
authorized, or whether issued for cash or other consideration or by way of
dividend.

B.   Preferred Stock
--   ---------------

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided.  Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law.  Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purpose of voting by classes unless expressly provided.

     Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special

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rights and qualifications, limitations or restrictions thereof, including
without limitation thereof, dividend rights, conversion rights, redemption
privileges and liquidations preferences, as shall be stated and expressed in
such resolutions, all to the full extent now or hereafter permitted by the
General Corporation Law of Delaware.  Without limiting the generality of the
foregoing, the resolutions providing for the issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or be
junior to the Preferred Stock of any other series to the extent permitted by
law.  No vote of the holders of the Preferred Stock or Common Stock shall be a
prerequisite to the issuance of any series of any shares of the Preferred Stock
authorized by and complying with the conditions of this Certificate of
Incorporation, the right to have such vote being expressly waived by all present
and future holders of the capital stock of the Corporation.

     No holder of shares of the Preferred Stock 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, whether now or hereafter authorized, or
whether issued for cash or other consideration or by way of dividend.

C.  Series A Convertible Preferred Stock
--  ------------------------------------

    1.  Designation.  One Hundred Twenty-Four Thousand Nine Hundred Ninety-Five
        -----------
shares of the authorized Preferred Stock of the Corporation are hereby
designated "Series A Convertible Preferred Stock" (hereafter "Series A Preferred
Stock").  The powers, designations, preferences and relative, participating,
optional or other special rights of, and the qualifications, limitations or
restrictions upon, the Series A Preferred Stock shall be as set forth in this
Part C of Article FOURTH of this Restated Certificate of Incorporation.

2.  Dividends.  In each fiscal year of the Corporation, the holders of shares of
    ---------
Series A Preferred Stock shall be entitled to receive, before any cash dividends
shall be declared and paid upon or set aside for the Common Stock in such fiscal
year, when and as declared by the Board of Directors of the Corporation out of
the funds legally available for that purpose, dividends payable in cash in an
amount per share for such fiscal year at least equal the product of (i) the per
share amount, if any, of the cash dividend declared, paid or set aside for the
Common Stock during such fiscal year, multiplied by (ii) the number of whole
shares of Common Stock into which each such share of Series A Preferred Stock is
then convertible.

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3.   Liquidation, Dissolution or Winding Up.
--   --------------------------------------

         (a)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be distributed to the
holders of any other class or series of stock of the Corporation ranking on
liquidation prior and in preference to the Series A Preferred Stock
(collectively referred to as "Senior Preferred Stock"), but before any payment
shall be made to the holders of Common Stock or any other class or series of
stock ranking on liquidation junior to the Series A Preferred Stock (such Common
Stock and other stock being collectively referred to as "Junior Stock") by
reason of their ownership thereof, an amount equal to $3.00 per share (subject
to appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such shares). If upon
any such remaining assets of the Corporation available for distribution to its
stockholders shall be insufficient to pay the holders of shares of Series A
Preferred Stock the full amount to which they shall be entitled, the holders of
shares of Series A Preferred Stock and any class or series of stock ranking on
liquidation on a parity with the Series A Preferred Stock shall share ratably in
any distribution of the remaining assets and funds of the Corporation in
proportion to the respective amounts which would otherwise be payable in respect
of the shares held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full.

         (b)  After the payment of all preferential amounts required to be
paid to the holders of Senior Preferred Stock, Series A Preferred Stock and any
other class or series of stock of the Corporation ranking on liquidation on a
parity with the Series A Preferred Stock, upon the dissolution, liquidation or
winding up of the Corporation, the holders of shares of Junior Stock then
outstanding shall be entitled to receive the remaining assets and funds of the
Corporation available for distribution to its stockholders.

         (c)  The merger or consolidation of the Corporation into or with
another corporation (except if the Corporation is the surviving entity), or the
sale of all or substantially all of the assets of the Corporation, shall be
deemed to be a liquidation, dissolution or winding up of the Corporation for
purposes of the Section 3.

       4.  Voting.  Each holder of outstanding shares of Series A Preferred
           ------
Stock shall be entitled to the number of votes equal to the number of whole
shares of Common Stock into which the shares

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of Series A Preferred Stock held by such holder are convertible (as adjusted
from time to time pursuant to Section 5 hereof), at each meeting of stockholders
of the Corporation (and written actions of stockholders in lieu of meetings)
with respect to any and all matters presented to the stockholders of the
Corporation for their action or consideration.  Except as provided by law or by
the provisions establishing any other series of Series Preferred Stock, holders
of Series A Preferred Stock an of any other outstanding series of Series
Preferred Stock shall vote together with the holders of Common Stock as a single
class.

       5.  Optional Conversion.  The holders of the Series A Preferred Stock
           -------------------
shall have conversion rights as follows (the "Conversion Rights"):

         (a)  Right to Convert.  Each share of  Series A Preferred Stock shall
              ----------------
be convertible, at the option of the holder thereof, at any time and from time
to time, into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing $3.00 by the Conversion Price (as defined below) in
effect at the time of conversion. The conversion price at which shares of Common
Stock shall be deliverable upon conversion of Series A Preferred Stock without
the payment of additional consideration by the holder thereof (the "Conversion
Price") shall initially be $3.00. Such initial Conversion Price, and the rate at
which shares of Series A Preferred Stock may be converted into shares of Common
Stock, shall be subject to adjustment as provided below.

     In the event of a liquidation of the Corporation, the Conversion Rights
shall terminate at the close of business on the first full day preceding the
date fixed for the payment of any amounts distributable on liquidation to the
holders of Series A Preferred Stock.

         (b)  Fractional Shares.  No fractional shares of Common Stock shall
              -----------------
be issued upon conversion of the Series A Preferred Stock.  In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price.

         (c)  Mechanics of Conversion.
              -----------------------

         (i)            In order for a holder of Series A Preferred Stock to
convert shares of Series A Preferred Stock into shares of Common Stock, such
holder shall surrender the certificate or certificates for such shares of Series
A Preferred Stock, at the office of the transfer agent for the Series A
Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written notice that
such holder elects to convert all or any number of the shares of the Series A
Preferred Stock represented by such certificate or

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certificates.  Such notice shall state such holder's name or the names of the
nominees in which each holder wishes the certificate or certificates for shares
of Common Stock to be issued.  If required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by a written
instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or his or its attorney duly authorized in
writing.  The date of receipt of such certificates and notice by the transfer
agent (or by the Corporation if the Corporation serves as its own transfer
agent) shall be the conversion date ("Conversion Date").  The Corporation shall,
as soon as practicable after the Conversion Date, issue and deliver at such
office to such holder of Series A Preferred Stock, or to his or its nominees, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled, together with cash in lieu of any fraction of a
share.

         (ii)           The Corporation shall at all times when the Series A
Preferred Stock shall be outstanding, reserve and keep available out of its
authorized but unissued stock, for the purpose of effecting the conversion of
the Series A Preferred Stock, such number of its duly authorized shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding Series A Preferred Stock. Before taking any action which
would cause an adjustment reducing the Conversion Price below the then par value
of the shares of Common Stock issuable upon conversion of the Series A Preferred
Stock, the Corporation will take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of Common Stock at such
adjusted Conversion Price.

         (iii)          Upon any such conversion, no adjustment to the
Conversion Price shall be made for any accrued and unpaid dividends on the
Series A Preferred Stock surrendered for conversion or on the Common Stock
delivered upon conversion.

         (iv)           All shares of Series A Preferred Stock which shall
have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares, including
the rights, if any, to receive notices and to vote, shall immediately cease and
terminate on the Conversion Date, except only the right of the holders thereof
to receive shares of Common Stock in exchange therefor and payment of any
accrued and unpaid dividends thereon. Any shares of Series A Preferred Stock so
converted shall be retired and cancelled and shall not be reissued, and the
Corporation may from time to time take such appropriate action as may be
necessary to reduce the authorized Series A Preferred Stock accordingly.

          (d) Adjustment for Stock Splits and Combinations.  If the Corporation
              --------------------------------------------
shall at any time or from time to time after

                                       6
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June 25, 1986 (the "Original Issue Date") effect a subdivision of the
outstanding Common Stock, the Conversion Price then in effect immediately before
that subdivision shall be proportionately decreased. If the Corporation shall at
any time or from time to time after the Original Issue Date combine the
outstanding shares of Common Stock, the Conversion Price then in effect
immediately before the combination shall be proportionately increased. An
adjustment under this paragraph shall become effective at the close of business
on the date the subdivision or combination becomes effective.

          (e) Adjustment for Certain Dividends and Distributions.
              --------------------------------------------------

  In the event the Corporation at any time, or from time to time after the
  Original Issue Date shall make or issue, or fix a record date for the
  determination of holders of Common Stock entitled to receive, a dividend or
  other distribution payable in additional shares of Common Stock, then and in
  each such event the Conversion Price then in effect shall be decreased as of
  the time of such issuance or, in the event such a record date shall have been
  fixed, as of the close of business on such record date, by multiplying the
  Conversion Price then in effect by a fraction:

                 (1)  the numerator of which shall be the total number of
          shares of Common Stock issued and outstanding immediately prior to
the time of such issuance or the close of business on such record date, and

                 (2)  the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price shall be recomputed accordingly as of the close
of business on such record date and thereafter the Conversion Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

          (f) Adjustments for Other Dividends and Distributions.
              -------------------------------------------------
In the event the Corporation at any time or from time to time after the Original
Issue Date shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation other than shares of Common Stock, then
and in each such event provision shall be made so that the holders of such
series of Preferred Stock shall receive upon conversion thereof in addition to
the number of shares of Common Stock receivable thereupon, the amount of
securities of the Corporation

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that they would have received had their Preferred Stock been converted into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the conversion date, retained such
securities receivable by them as aforesaid during such period giving application
to all adjustments called for during such period, under this paragraph with
respect to the rights of the holders of the Preferred Stock.

          (g)  Adjustment for Reclassification, Exchange, or Substitution.
               ----------------------------------------------------------
If the Common Stock issuable upon the conversion of the Preferred Stock shall be
changed into the same or a different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares or stock dividend provided for
above, or a reorganization, merger, consolidation, or sale of assets provided
for below), then and in each such event the holder of each such share of
Preferred Stock shall have the right thereafter to convert such share into the
kind and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification, or other change, by holders of the
number of shares of Common Stock into which such shares of Preferred Stock might
have been converted immediately prior to such reorganization, reclassification,
or change, all subject to further adjustment as provided herein.

          (h)  Adjustment for Merger or Reorganization, etc.  In case of any
               --------------------------------------------
consolidation or merger of the Corporation with or into another corporation or
the sale of all or substantially all of the assets of the Corporation to another
corporation (other than a consolidation, merger or sale which is treated as a
liquidation pursuant to Subsection 3(c)), each share of Series A Preferred Stock
shall thereafter be convertible into the kind and amount of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock of the Corporation deliverable upon conversion of such Series A Preferred
Stock would have been entitled upon such consolidation, merger or sale; and, in
such case, appropriate adjustment (as determined in good faith by the Board of
Directors) shall be made in the application of the provisions in this Section 5
set forth with respect to the rights and interest thereafter of the holders of a
Series A Preferred Stock, to the end that the provisions set forth in this
Section 5 (including provisions with respect to changes in and other adjustments
of the Conversion Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any shares of stock or other property thereafter
deliverable upon the conversion of the Series A Preferred Stock.

          (i)  No impairment.  The Corporation will not, by amendment of its
               -------------
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms

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to be observed or performed hereunder by the Corporation, but will at all times
in good faith assist in the carrying out of all the provisions of this Section 5
and in the taking of all such action as may be necessary or appropriate in order
to protect the Conversion Rights of the holders of the Series A Preferred Stock
against impairment.

          (j)  Certificate as to Adjustments.  Upon the occurrence of each
               -----------------------------
adjustment or readjustment of the Conversion Price pursuant to this Section 4,
the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series A Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Series A Preferred Stock.

                       (k)  Notice of Record Date.  In the event:
                            ---------------------

               (i)   that the Corporation declares a dividend (or any other
                     distribution) on its Common Stock payable in Common Stock
                     or other securities of the Corporation;

               (ii)  that the Corporation subdivides or combines its outstanding
                     shares of Common Stock;

               (iii) of any reclassification of the Common Stock of the
                     Corporation (other than a subdivision or combination of
                     its outstanding shares of Common Stock or a stock divided
                     or stock distribution thereon), or of any consolidation or
                     merger of the Corporation into or with another corporation,
                     or of the sale of all or substantially all of the assets of
                     the Corporation; or

               (iv)  of the involuntary or voluntary dissolution, liquidation
                     or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Series A Preferred Stock, and shall cause to
be mailed to the holders of the Series A Preferred Stock at their last addresses
as shown on the records of the Corporation or such transfer agent, at least

                                       9
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ten days prior to the record date specified in (A) below or twenty days before
the date specified in (B) below, a notice stating

          (A)  the record date of such dividend, distribution, subdivision or
               combination, or, if a record is not to be taken, the date as of
               which the holders of Common Stock of record to be entitled to
               such dividend, distribution, subdivision or combination are to be
               determined, or

          (B)  the date on which such reclassification, consolidation, merger,
               sale dissolution, liquidation or winding up is expected to become
               effective, and the date as of which it is expected that holders
               of Common Stock of record shall be entitled to exchange their
               shares of Common Stock for securities or other property
               deliverable upon such reclassification, consolidation, merger,
               sale, dissolution or winding up.

       6    Automatic Conversion.
            --------------------

          (a)  All outstanding shares of Series A Preferred Stock shall
automatically be converted, without future action by the Corporation or the
holders of such shares, into shares of Common Stock at the then effective
conversion rate pursuant to Section 5, simultaneously with the closing of a
public offering of shares of securities of the Corporation, resulting in at
least $5,000,000 of net proceeds to the Corporation, pursuant to a registration
statement filed by the Corporation under the Securities Act of 1933, as amended
(other than an offering registered on Form S-8 or any similar form).

          (b)  All holders of record of shares of Series A Preferred Stock will
be given at least three days' prior written notice of the date fixed and the
place designated for conversion of all such shares of Series A Preferred Stock
pursuant to this Section 6. Such notice will be sent by first class or
registered mail, postage prepaid, to each record holder of Series A Preferred
Stock at such holder's address last shown on the records of the transfer agent
for the Series A Preferred Stock (or the records of the Corporation, if it
serves as its own transfer agent). On or before the date fixed for conversion,
each holder of shares of Series A Preferred Stock shall surrender his or its
certificate or certificates for all such shares to the Corporation at the place
designated in such notice, and shall thereafter receive certificates for the
number of shares of Common Stock to which such holder is entitled pursuant to
this Section 6. On the date fixed for conversion, all rights with respect to the
Series A Preferred Stock so converted, including the rights, if any, to receive
notices and vote, will terminate, except only the rights

                                       10
<PAGE>

of the holders thereof, upon surrender of their certificate or certificates
therefor, to receive certificates for the number of shares of Common Stock into
which such Series A Preferred Stock has been converted, and payment of any
accrued but unpaid dividends thereon.  If so required by the Corporation,
certificates surrendered for conversion shall be endorsed or accompanied by
written instrument or instruments of transfer, in form satisfactory to the
Corporation, duly executed by the registered holder or by his or its attorney
duly authorized in writing.  As soon as practicable after the date of such
automatic conversion and the surrender of the certificate or certificates for
Series A Preferred Stock, the Corporation shall cause to be issued and delivered
to such holder, or on his or its written order, a certificate or certificates
for the number of full shares of Common Stock issuable on such conversion in
accordance with the provisions hereof and cash as provided in Subsection 5(b) in
respect of any fraction of a share of Common Stock otherwise issuable upon such
conversion.

          (c)  All certificates evidencing shares of Series A Preferred Stock
which are required to be surrendered for conversion in accordance with the
provisions hereof shall, from and after the date such certificates are so
required to be surrendered, be deemed to have been retired and cancelled and the
shares of Series A Preferred Stock represented thereby converted into Common
Stock for all purposes, notwithstanding the failure of the holder or holders
thereof to surrender such certificates on or prior to such date. The Corporation
may thereafter take such appropriate action as may be necessary to reduce the
authorized Series A Preferred Stock accordingly.

     FIFTH.  In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

          1.  Election of directors need not be written ballot.

          2.  The Board of Directors is expressly authorized to adopt, amend
              or repeal the By-Laws of the Corporation.

     SIXTH.  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
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of

                                       11
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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 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 has been made,
be binding on all the creditors or class or creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

     SEVENTH.  (A) 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 a 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 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, judgements, 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 hers heirs,
executors and administrators; provided, however, that, except as provided in
                              --------  -------
paragraph (B) hereof, 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 Section 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 (and not in
any other capacity in which

                                       12
<PAGE>

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.

(B)  If a claim under paragraph (A) of this Section is not paid in full by the
Corporation within thirty 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
proceeding 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 of
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 or conduct, shall be a defense to the action or
create a presumption that the claimant has not me the applicable standard of
conduct.

          (C)  The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Section 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.

          (D)  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

                                       13
<PAGE>

power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

     EIGHTH.  A director of this 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.

     NINTH.  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 the Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

                                       14
<PAGE>

       EXECUTED at Cambridge, Massachusetts on October 27, 1986.

Attest:



/S/ CRISPIN B. WEINBERG         /S/ EUGENE BELL
-----------------------        -----------------
Crispin B. Weinberg,           Eugene Bell, President
Secretary

                                       15
<PAGE>
                           CERTIFICATE OF AMENDMENT

                                    OF THE

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                              ORGANOGENESIS INC.



                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware


     Organogenesis Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

At a meeting of the Board of Directors of the Corporation a resolution was duly
adopted, pursuant to Section 242 of the General Corporation Law of the State of
Delaware, setting forth an amendment to the Certificate of Incorporation of the
Corporation and declaring said amendment to be advisable.  The stockholders of
the Corporation duly approved said proposed amendment in accordance with Section
242 of the General Corporation Law of the State of Delaware.  The stockholders
resolution setting forth the amendment is as follows:


     RESOLVED:  That Article FOURTH of the Restated Certificate of Incorporation
     --------
of the Corporation be and hereby is deleted and the following Article FOURTH is
inserted in lieu thereof.

     FOURTH:  The total number of shares of stock which the Corporation shall
have authority to issue is 20,000,000 shares of Common Stock, $.01 par value per
share, and 1,000,000 shares of Preferred Stock, $1,00 par value per share.

                                       16
<PAGE>

     The following is a statement of the designations and powers, preferences
and rights, and the relative, participating, optional or other special rights,
and the qualifications, limitations and restrictions granted to or imposed upon
the respective classes of shares of capital stock of the Corporation or the
holders thereof:

Preferred Stock
---------------

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided.  Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law.  Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purpose of voting by classes unless expressly provided.

     Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix 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, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware.  Without
limiting the generality of the foregoing, the resolutions providing for the
issuance of any series of Preferred Stock may provide that such series shall be
superior or rank equally or be junior to the Preferred Stock of any other series
to the extent permitted by law.  No vote of the holders of the Preferred Stock
or Common Stock shall be a prerequisite to the issuance of any series of any
shares of the Preferred Stock authorized by and complying with the conditions of
this Certificate of Incorporation, the right to have such vote being expressly
waived by all present and future holders of the capital stock of the
Corporation.

     No holder of shares of the Preferred Stock 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, whether now or hereafter authorized, or
whether issued for cash or other consideration or by way of dividend.

                                       17
<PAGE>

Common Stock
------------

     The voting and dividend rights, and the rights in the event of the
liquidation of the Corporation, of the holders of the Common Stock are subject
to and qualified by such rights of the holders of the Preferred Stock of any
series as the Board of Directors may designate upon the issuance of the
Preferred Stock of any series.

     The holders of the Common Stock are entitled to one vote for each share
held at all meetings of stockholders.  There shall be no cumulative voting.

     Dividends may be declared and paid on the Common Stock from funds lawfully
available therefor as and when determined by the Board of Directors and subject
to any preferential dividends rights of any then outstanding Preferred Stock.

     Upon the dissolution or liquidation of the Corporation, whether voluntary
or involuntary, holders of Common Stock will be entitled to receive pro rata all
net assets of the Corporation available for distribution after payment of
creditors and of any preferential liquidation rights of any then outstanding
Preferred Stock.

     No holder of shares of the Common Stock 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, whether now or hereafter authorized, or
whether issued for cash or other consideration or by way of dividend.


IN WITNESS WHEREOF, Organogenesis Inc. has caused this Certificate of Amendment
to be signed by Eugene Bell, its President, and attested by Crispin B. Weinberg,
its Secretary, this 16 day of October, 1990.

ATTEST:



/S/ CRISPIN B. WEINBERG        /S/ EUGENE BELL
-----------------------        ---------------
Crispin B. Weinberg,           Eugene Bell, President
Secretary

                                       18
<PAGE>

               CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE
                               OF INCORPORATION

                                      OF

                              ORGANOGENESIS INC.

IT IS HEREBY CERTIFIED THAT:

1.  The name of the corporation (hereinafter referred to as the "Corporation")
    is

       ORGANOGENESIS INC.

2.  The Restated Certificate of Incorporation of the Corporation, filed with the
    Secretary of State of the State of Delaware on October 27, 1986, as amended
    on October 18, 1990, is hereby further amended by deleting the first
    paragraph of Article FOURTH in its entirety and replacing it with the
    following paragraph in lieu thereof:

          FOURTH:  The total number of shares of all classes of stock which the
    Corporation shall have the authority to issue is 40,000,000 shares of
    Common Stock, par value $0.01 per share, and 1,000,000 shares of Preferred
    Stock, $1.00 par value per share.

3.  The aforesaid Amendment of the Restated Certificate of Incorporation of the
Corporation was duly adopted pursuant to the applicable provisions of Sections
211 and 242 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by and attested by its duly authorized officers this 9th
day of August, 1996.

                    ORGANOGENESIS INC.

                    By: /S/ HERBERT M. STEIN
                        --------------------
                        Name: Herbert M. Stein
                        Title: Chief Executive Officer
ATTEST:


/S/ DONNA L. ABELLI
-------------------
Donna L. Abelli
Secretary

                                       19
<PAGE>

               CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE
                               OF INCORPORATION

                                      OF

                              ORGANOGENESIS INC.

IT IS HEREBY CERTIFIED THAT:

1.  The name of the corporation (hereinafter referred to as the "Corporation")
    is

       ORGANOGENESIS INC.

2.  The Restated Certificate of Incorporation of the Corporation, filed with the
    Secretary of State of the State of Delaware on October 27, 1986, as
    amended on October 18, 1990 and on August 13, 1996, is hereby further
    amended by deleting the first paragraph of Article FOURTH in its entirety
    and replacing it with the following paragraph in lieu thereof:

          FOURTH:  The total number of shares of all classes of stock which the
    Corporation shall have the authority to issue is 80,000,000 shares of
    Common Stock, par value $0.01 per share, and 1,000,000 shares of Preferred
    Stock, $1,00 par value per share.

3.  The aforesaid Amendment of the Restated Certificate of Incorporation of the
    Corporation was duly adopted pursuant to the applicable provisions of
    Sections 211 and 242 of the Delaware General Corporation Law.

    IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by and attested by its duly authorized officers this 30th
day of June, 1999.

                    ORGANOGENESIS INC.

                    By: /S/ HERBERT M. STEIN
                        --------------------
                        Name: Herbert M. Stein
                        Title: Chief Executive Officer
ATTEST:


/S/ DONNA L. ABELLI
-------------------
Donna L. Abelli
Secretary

                                       20