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                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      FISHER SCIENTIFIC INTERNATIONAL INC.



     FISHER SCIENTIFIC INTERNATIONAL, INC., a corporation organized and existing
by virtue of the General Corporation Law of the State of Delaware (the "Law"),
DOES HEREBY CERTIFY:

     1.   That the name of the Corporation is Fisher Scientific International
Inc. and its Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on September 19, 1991 and amended on October 28, 1991.

     2.   That this Restated Certificate of Incorporation restates and
integrates and also further amends the Certificate of Incorporation of the
Corporation.

     3.   That this Restated Certificate of Incorporation and the amendments to
the Certificate of Incorporation contained herein were declared advisable and
adopted on December 10, 1991 by the unanimous written consent of the Board of
Directors pursuant to Section 141(f) of the Law, filed with the minutes of the
proceedings of the Board, and were approved by the unanimous written consent of
the stockholders pursuant to Section 228 of the Law, filed with minutes of the
proceedings of the stockholders, and have thereby been duly adopted in
accordance with the provisions of Sections 242(b) and 245 of the Law.

     4.   The text of the Certificate of Incorporation of this Corporation is
hereby restated, integrated and amended to read in its entirety as follows:



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                    RESTATED CERTIFICATE OF INCORPORATION OF
                      FISHER SCIENTIFIC INTERNATIONAL INC.



     FIRST:   The name of the corporation is Fisher Scientific International
Inc. (the "Corporation").

     SECOND:  The address of the registered office of the Corporation in the
State of Delaware is 32 Loockerman Square, Ste. L-100 in the City of Dover,
County of Kent. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

     THIRD:   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH:  The total number of shares of which the Corporation shall have
authority to issue is 65,000,000 shares, of which 50,000,000 shares shall be
Common Stock, par value $0.01 per share (the "Common Stock"), and 15,000,000
shares shall be Preferred Stock, par value $0.01 per share (the "Preferred
Stock").

     FIFTH:   (a) Subject to the provisions of Article Fifth (b) hereof, the
Corporation may issue Common Stock from time to time in one or more series of
classes as the Board of Directors may establish by the adoption of a resolution
or resolutions relating thereto, each series or class to have 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, as shall be stated in the
resolution or resolutions providing for the issue of such series or class
adopted by the Board of Directors pursuant to authority to do so, which
authority is hereby granted to the Board of Directors.

     (b)   The Common Stock initially authorized for issuance by the Corporation
shall consist of 50,000,000 shares of Common Stock. The designations and the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of such shares of Common Stock shall be governed by the
following provisions:


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           (i)    Identical Rights. Except as otherwise provided herein, all
shares of Common Stock shall be identical and shall entitle the holders thereof
to the same rights and privileges.

           (ii)   Voting Rights. Except as otherwise required by law or as
otherwise provided herein, on all matters submitted to the Corporation's
stockholders, the holders of Common Stock shall be entitled to one vote per
share.

           (iii)  Dividend Rights. When and as dividends or other distributions
are declared, whether payable in cash, in property or in securities of the
Corporation, the holders of shares of Common Stock shall be entitled to share
equally, share for share, in such dividends or other distributions, provided
that if dividends or other distributions are declared which are payable in
shares of Common Stock, such dividends or other distributions shall be declared
payable at the same rate for all holders of Common Stock, and the dividends
payable in shares of Common Stock will be payable to holders of Common Stock.

           (iv)   No Closing of Transfer Books. The Corporation shall not close
its books against the transfer of any share of Common Stock.

     SIXTH:    The Corporation may issue Preferred Stock from time to time in
one or more series as the Board of Directors may establish by the adoption of a
resolution or resolutions relating thereto, each series to have 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, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors pursuant to authority to do so, which
authority is hereby granted to the Board of Directors.

     SEVENTH:  The duration of the Corporation is to be perpetual.

     EIGHTH:   (a) Except as may be provided pursuant to resolutions of the 
Board of Directors, adopted pursuant to the provisions of this Certificate of
Incorporation, establishing any series or class of Common Stock or Preferred
Stock and granting to holders of shares of such series or class of Common Stock
or Preferred Stock rights to elect additional


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directors under specified circumstances, the number of directors of the
Corporation shall be determined from time to time in the manner described in the
By-laws. The directors, other than those who may be elected by the holders of
Common Stock or Preferred Stock pursuant to such resolutions, shall be
classified with respect to the time for which they severally hold office into
three classes, as nearly equal in number as possible, as shall be provided in
the manner specified in the By-laws, one class initially to be elected for a
term expiring at the annual meeting of stockholders to be held in 1992 another
class initially to be elected for a term expiring at the annual meeting of
stockholders to be held in 1993 and another class initially to be elected for a
term expiring at the annual meeting of stockholders to be held in 1994 with the
members of each class to hold office until their successors have been elected
and qualified. At each annual meeting of stockholders, the successors of the
class of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election. No director need be a
stockholder.

     (b)   Except as otherwise provided in a resolution of the Board of
Directors, adopted pursuant to the provisions of this Certificate of
Incorporation, establishing a series or class of Common Stock or Preferred Stock
and creating in the holders of shares of such series or class rights to elect
directors under specified circumstances, newly created directorships resulting
form any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum of the Board of Directors,
or by a sole remaining director. Any director elected in accordance with the
preceding sentence shall hold office until the annual meeting of stockholders at
which the term of office of the class to which such director has been elected
expires, and until such director's successor shall have been duly elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

     (c)   Subject to the rights of holders of Common Stock or Preferred Stock
to elect directors under circumstances specified in a resolution of the Board of
Directors, adopted pursuant to the provisions of this Certificate of
Incorporation establishing such series or class, any director


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may be removed from office only for cause by the affirmative vote of the holders
of at least 80% of the voting power of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(the "Voting Stock"), voting together as a single class.

     (d)   Notwithstanding anything contained in this Certificate of Incorpo-
ration to the contrary, the affirmative vote of the holders of at least 80% of
the voting power of the Voting Stock, voting together as a single class, shall
be required to amend or repeal, or adopt any provision inconsistent with, any
provision of this Article EIGHTH.

     NINTH:      Except as required by law and subject to the rights of the
holders of any series of Preferred Stock established pursuant to the provisions
of this Certificate of Incorporation, special meetings of stockholders may be
called only by the Board of Directors [or by the Chief Executive Officer]
pursuant to a resolution approved by a majority of the entire Board of Directors
of the Corporation (as determined in accordance with the By-laws).
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 80% of the voting
power of the Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provision inconsistent with, any provision of
this Article NINTH.

     TENTH:      No stockholder action may be taken except as an annual or
special meeting of stockholders of the Corporation, and stockholders may not
take any action by written consent in lieu of a meeting. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of the
Voting Stock, voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with, any provision of this Article
TENTH.

     ELEVENTH:   Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

     TWELFTH:    No contract or other transaction of the Corporation shall be
void, voidable, fraudulent or otherwise invalidated, impaired or affected, in
any respect, by reason of the fact that any one or more of the officers,
directors or stockholders of the Corporation shall individually be party or


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parties thereto or otherwise interested therein, or shall be officers, directors
or stockholders of any other corporation or corporations which shall be party or
parties thereto or otherwise interested therein; provided that such contract or
other transaction be duly authorized or ratified by the Board of Directors, with
the assenting vote of a majority of the disinterested directors then present,
or, if only one such is present, with his assenting vote.

     THIRTEENTH: The Board of Directors may from time to time make, amend,
supplement or repeal the By-laws; PROVIDED, HOWEVER, that the stockholders may
change or repeal any By-law adopted by the Board of Directors; and PROVIDED,
FURTHER, that no amendment or supplement to the By-laws adopted by the Board of
Directors shall vary or conflict with any amendment or supplement adopted by the
stockholders. Notwithstanding the foregoing and anything contained in this
Certificate of Incorporation to the contrary, Section 3 ("Special Meetings") of
Article II ("Meetings of Stockholders") of the By-laws, Section 2 ("Number,
Election and Terms") or Section 10 ("Removal of Directors") of Article III
("Directors") of the By-laws, or the final sentence of Article XI ("Amendments")
of the By-laws shall not be amended or repealed, and no provision inconsistent
with any thereof shall be adopted, without the affirmative vote of the holders
of at least 80% of the voting power of the Voting stock, voting together as a
single class. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the voting power of the Voting Stock, voting together as a single class,
shall be required to amend or repeal, or adopt any provision inconsistent with,
any provision of this Article THIRTEENTH.

     FOURTEENTH: 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.

     FIFTEENTH:  (a) 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



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Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

     (b)(1)   Right to Indemnification. 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 the
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 or inaction 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, 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 her heirs, executors and
administrators; PROVIDED, HOWEVER, that, except as provided in this paragraph
(b), 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) 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 paragraph (b) 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 of the Corporation (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation,


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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.

     (2)   Right of Claimant to Bring Suit. If a claim under subparagraph (b)(1)
is not paid in full by the Corporation within 30 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 proceedings 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 or
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 of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard or
conduct.

     (3)   Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this paragraph (b) shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of


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Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

     (4)   Insurance. The Corporation may maintain insurance, at its expense, to
project 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 power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

     SIXTEENTH:  The Corporation expressly elects not to be governed by Section
203 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this
Restated Certificate of Incorporation to be signed by Paul M. Meister, its
Senior Vice President - Chief Financial Officer, and attested to by Allison G.
Pellegrino, its Assistant Secretary, this 16th day of December, 1991.


                                           FISHER SCIENTIFIC INTERNATIONAL INC.


                                           By: /s/ Paul M. Meister
                                               --------------------------------
                                               Senior Vice President -
                                               Chief Financial Officer



Attest:

/s/ Allison G. Pellegrino
--------------------------
Allison G. Pellegrino
Assistant Secretary


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                                                               State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                       Filed 09:00 AM 05/19/1998
                                                             981191302 - 2273998



                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      FISHER SCIENTIFIC INTERNATIONAL INC.



     FISHER SCIENTIFIC INTERNATIONAL INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation in accordance with
the provision of Section 242 of the DGCL, by the unanimous vote of its members
on March 16, 1998, filed with the minutes of the Board of Directors, duly
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation declaring such amendment to be advisable and
directing that such amendment be submitted to and be considered by the
stockholders of the Corporation for approval at the 1998 Annual Meeting of
Stockholders. The resolution setting forth the proposed amendment is as follows:

          RESOLVED, That the Certificate of Incorporation of the Corporation be
     amended by changing the Fourth Article thereof so that, as amended, such
     Article shall be and read as follows:



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     "The total number of shares of stock which the Corporation shall have
     authority to issue is 115,000,000 shares, of which 100,000,000 shall be
     Common Stock, par value $0.01 per share (the "Common Stock"), and
     15,000,000 shares shall be Preferred Stock, par value $0.01 per share (the
     "Preferred Stock").

     SECOND: That thereafter, the foregoing amendment to the Corporation's
Certificate of Incorporation was duly adopted by the holders of a majority of
the outstanding shares of Common Stock of the Corporation at the Annual Meeting
of Stockholders on May 12, 1998 in accordance with the provisions of Section 242
of the DGCL and the terms of the Certificate of Incorporation.

     IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this
Certificate of Amendment to be signed by Paul M. Meister, its Executive Vice
President, and attested by Todd M. DuChene, its Vice President and Secretary,
this 18th day of May, 1998.



                                           FISHER SCIENTIFIC INTERNATIONAL INC.


                                           By: /s/ Paul M. Meister
                                               --------------------------------
                                               Paul M. Meister
                                               Executive Vice President



ATTEST:

/s/ Todd M. DuChene
--------------------------
Todd M. DuChene
Vice President and Secretary