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                                                                  EXHIBIT 3.1(d)


                    COMPOSITE CERTIFICATE OF INCORPORATION

                                      OF

                           PATHOGENESIS CORPORATION
                       (AS AMENDED THROUGH JULY 7, 1997)

     PathoGenesis Corporation, 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 PathoGenesis Corporation.  The date of
filing of its original Certificate of Incorporation with the Secretary of State
of the State of Delaware was December 10, 1991.

     2.  This Amended and Restated Certificate of Incorporation restates,
integrates and further amends the provisions of the Certificate of Incorporation
of the Corporation.  This Amended and Restated Certificate of Incorporation was
duly adopted at a meeting of the directors of the Corporation in accordance with
Section 141 of the General Corporation Law of the State of Delaware (the "DGCL"
or the "Delaware Code") and by the stockholders of the Corporation in accordance
with Sections 242 and 245 of the DGCL:

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

     FIRST.    The name of the corporation is PathoGenesis Corporation.

     SECOND.   The address, including street, number, city and county of the
Corporation's registered office in the State of Delaware is 9 East Loockerman
Street, in the City of Dover, County of Kent.  The name of its registered agent
at such address is National Corporate Research, Ltd.

     THIRD.    The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.

     FOURTH.   A.  The aggregate number of shares which the Corporation shall
have authority to issue is 61,000,000, of which 1,000,000 shares of the par
value of $.01 per share shall be designated "Preferred Stock" and 60,000,000
shares of the par value of $.001 per share shall be designated "Common Stock".

     B.  Authority is hereby expressly granted to the Board of Directors of the
Corporation (or a committee thereof designated by the Board of Directors
pursuant to the by-laws of the Corporation, as amended from time to time (the
"By-Laws")) to issue the Preferred Stock from time to time as Preferred Stock of
any series and to declare and pay dividends thereon in accordance with the terms
thereof and, in connection with the creation of each such series, to fix by the
resolution or resolutions providing for the issue of shares thereof, the number
of shares of such series, and the designations, powers, preferences, and rights
(including voting rights), and
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the qualifications, limitations, and restrictions, of such series, to the
fullest extent now or hereafter permitted by the laws of the State of Delaware.

     FIFTH.    Election of directors need not be by written ballot.

     SIXTH.    The Board of Directors is authorized to adopt, amend, or repeal
By-Laws of the Corporation except as and to the extent provided in the By-Laws.
Any By-Law made by the Board of Directors under the powers conferred hereby may
be amended or repealed by the Board of Directors or the stockholders in the
manner provided in the By-Laws. Notwithstanding the foregoing and anything
contained in this Amended and Restated Certificate of Incorporation to the
contrary, Sections 2.2, 3.2, 3.14 and 11 of the By-Laws and this Article SIXTH,
may not be amended or repealed by the stockholders, and no provision
inconsistent therewith may be adopted by the stockholders, without the
affirmative vote of at least 66-2/3% of the outstanding stock of all classes
entitled to vote thereon.

     SEVENTH.  A.  Each person who was or is made a party or is threatened to be
made a party to or is otherwise 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 is or was a director,
officer, employee, or agent of the Corporation or any of its direct or indirect
subsidiaries or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of any other corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), 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 DGCL, 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 permitted prior thereto), against all expense,
liability, and loss (including attorneys' fees, judgments, fines, excise or
other taxes assessed with respect to an employee benefit plan, penalties, and
amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith, and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the indemnitee's heirs, executors, and
administrators; provided, however, that, except as provided in Paragraph C of
this Article SEVENTH with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B.  The right to indemnification conferred in Paragraph A of this Article
SEVENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any proceeding for which such right to indemnification is
applicable in advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the DGCL requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made

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only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Article SEVENTH or otherwise.

     C.  The rights to indemnification and to the advancement of expenses
conferred in Paragraphs A and B of this Article SEVENTH shall be contract
rights. If a claim under Paragraph A or B of this Article SEVENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, the indemnitee
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit,
or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by an indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that the indemnitee has not met any applicable
standard for indemnification set forth in the DGCL, and (ii) any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Corporation shall be entitled to recover such expenses upon a
final adjudication that the indemnitee has not met any applicable standard for
indemnification set forth in the DGCL. 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
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article SEVENTH or otherwise, shall be on
the Corporation.

     D.  The rights to indemnification and to the advancement of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, this
Certificate of Incorporation, By-Law, agreement, vote of stockholders or
disinterested directors, or otherwise.

     E.  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 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 DGCL.

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     F.  The Corporation's obligation, if any, to indemnify any person who was
or is serving as a director, officer, employee, or agent of any direct or
indirect subsidiary of the Corporation or, at the request of the Corporation, of
any other corporation or of a partnership, joint venture, trust, or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
or other enterprise.

     G.  Any repeal or modification of the foregoing provisions of this Article
SEVENTH shall not adversely affect any right or protection hereunder of any
person in respect of any act or omission occurring prior to the time of such
repeal or modification.

     EIGHTH.   No director of the Corporation shall be liable to the Corporation
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that this provision does not eliminate the liability of the
director (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 Title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit. For purposes of the
prior sentence, the term "damages" shall, to the extent permitted by law,
include without limitation, any judgment, fine, amount paid in settlement,
penalty, punitive damages, excise or other tax assessed with respect to an
employee benefit plan, or expense of any nature (including, without limitation,
counsel fees and disbursements). Each person who serves as a director of the
Corporation while this Article EIGHTH is in effect shall be deemed to be doing
so in reliance on the provisions of this Article EIGHTH, and neither the
amendment or repeal of this Article EIGHTH, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article EIGHTH, shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for, arising out of, based upon, or in connection
with any acts or omissions of such director occurring prior to such amendment,
repeal, or adoption of an inconsistent provision. The provisions of this Article
EIGHTH are cumulative and shall be in addition to and independent of any and all
other limitations on or eliminations of the liabilities of directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, By-Law, agreement, vote of
stockholders or disinterested directors, or otherwise.

     NINTH.    Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the
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 the
stockholders or class of stockholders of the 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of such compromise or arrangement, the said

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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 of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

     TENTH.    The Certificate of Incorporation of the Corporation, as herein
amended, shall constitute a restatement of and shall supersede the Certificate
of Incorporation of the Corporation, as previously filed.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed on its behalf this 7th day of July, 1997.

                                PATHOGENESIS CORPORATION

                                By: /s/ Alan R. Meyer
                                    ------------------------------------
                                    Alan R. Meyer, Senior Vice President

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