Exhibit 3.1
                          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 one hundred-six million (106,000,000) shares,  100,000,000
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 One Million Sixty Thousand and 00/100 Dollars ($1,060,000.00).

     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:

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     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

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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

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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


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