CERTIFICATE OF INCORPORATION
                                       OF
                              MACROCHEM CORPORATION
                                      *****

     1. The name of the Corporation is MacroChem Corporation.

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

     3. The nature of the business or purposes to be conducted or promoted is:

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

     4. The total number of shares of stock which the corporation shall have
authority to issue is sixty-six million (66,000,000) shares, 60,000,000 of which
shall be Common Stock, of the par value of One Cent ($.01) per share; 6,000,000
of which shall be Preferred Stock, of the par value of One Cent ($.01) per
share, 500,000 of which shall be designated as "Series A Convertible Preferred
Stock", of the par value of One Cent ($.01), amounting in the aggregate to Six
Hundred Sixty Thousand and 00/100 Dollars ($660,000.00).

     Additional designations and powers, preferences and rights and
qualifications, limitations or restrictions thereof of the shares of stock shall
be determined by the Board of Directors of the Corporation from time to time.

     5. The name and mailing address of the Corporation's incorporator is 
George A. Stevens, 110 Hartwell Avenue, Lexington, Massachusetts 02173.

         6. The names and addresses of the following are to serve as the
directors until the first annual meeting of the stockholders or until his
successor are elected and qualified:

     Alvin J. Karloff                   George A. Stevens
     13 Clara Road                      55 Fifar Lane
     Framingham, MA  01701              Lexington, MA  02173

     Carlos M. Samour                   D. Raymond Taylor
     254 Ocean Avenue                   Docugraphix, Inc.
     Newport, RI  02840                 1601 Saratoga Sunnyvale Road
                                        Cupertino, CA   95014

     7. The Corporation is to have perpetual existence.

     8. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

     To make, alter or repeal the bylaws of the Corporation,

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the Corporation.

     To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The bylaws may provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such agent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the bylaws of the Corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease, or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
bylaws of the Corporation; and, unless the resolution or bylaws expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

     When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the Corporation, including its goodwill and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property, including shares of stock in, and/or other
securities of, any other Corporation or Corporations, as its board of directors
shall deem expedient and for the best interests of the Corporation.

     9. To the maximum extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware, a director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of any 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.

     10. 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
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 to any
reorganization of this Corporation as consequences 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 of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.

     11. Meetings of the stockholders may be held within or without the State of
Delaware, as the bylaws 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 bylaws of the Corporation. Elections of directors
need not be by written ballot unless the bylaws of the Corporation shall so
provide.

     12. 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.

     THE UNDERSIGNED, being the incorporator named hereinbefore, for the
purposes of forming a Corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is his act and deed and the facts herein stated are true, and
accordingly, has hereunto set his hand this 14th day of May, 1992.

                                              /S/ GEORGE A. STEVENS
                                              ---------------------
                                              George A. Stevens

COMMONWEALTH OF MASSACHUSETTS)
                             )ss.:
COUNTY OF MIDDLESEX          )

     BE IT REMEMBERED that on this 14th day of May, 1992, personally came before
me, a Notary Public for the Commonwealth of Massachusetts, George A. Stevens,
the party to the foregoing Certificate of Incorporation, known to me personally
to be such, and acknowledged the said certificate to be his act and deed and
that the facts stated therein are true.

     GIVEN under my hand and seal of office the day and year aforesaid.



                                              /S/  JANE M. DAVENPORT
                                              ----------------------
                                              Notary Public
                                              My commission expires on 03/04/94