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                           CERTIFICATE OF DESIGNATION

                                       of

                             Non-Voting Common Stock

                                       of

                      FISHER SCIENTIFIC INTERNATIONAL INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

     FISHER SCIENTIFIC INTERNATIONAL INC., a Delaware corporation (the
"Corporation"), certifies that pursuant to the authority contained in its
Restated Certificate of Incorporation, as amended, and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, its Board of Directors (the "Board of Directors") has adopted the
following resolution creating a series of its Common Stock, par value $.01 per
share ("Common Stock"), designated as Non-Voting Common Stock;

     RESOLVED, that a series of the class of authorized Common Stock, par value
$.01 per share, of the Corporation be hereby created, and that the designation
and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:

     NON-VOTING COMMON STOCK

     SECTION 1.   DESIGNATION AND AMOUNT.

     The shares of such series shall be designated as the Non-Voting Common
Stock" (the "Non-Voting Common Stock") and the number of shares initially
constituting such series shall be 4,182,375, which number may be decreased (but
not increased) by the Board of Directors without a vote of stockholders;
PROVIDED, HOWEVER, that such number may not be decreased below the number of
then currently outstanding shares of Non-Voting Common Stock.


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     SECTION 2.   VOTING RIGHTS.

     NON-VOTING COMMON STOCK. Except as set forth herein or as otherwise
required by law, each outstanding share of Non-Voting Common Stock shall not be
entitled to vote on any matter on which the stockholders of the Corporation
shall be entitled to vote, and shares of Non-Voting Common Stock shall not be
included in determining the number of shares voting or entitled to vote on any
such matters; provided that the holders of Non-Voting Common Stock shall have
the right to vote as a separate class on any merger or consolidation of the
Corporation with or into another entity or entities, or any recapitalization or
reorganization, in which shares of Non-Voting Common Stock would receive or be
exchanged for consideration different on a per share basis from consideration
received with respect to or in exchange for the shares of the Common Stock, par
value $.01 per share, of the Corporation ("Common Stock") or would otherwise be
treated differently from shares of Common Stock in connection with such
transaction, except that shares of Non-Voting Common Stock may, without such a
separate class vote, receive or be exchanged for non-voting securities which are
otherwise identical on a per share basis in amount and form to the voting
securities received with respect to or exchanged for the Common Stock so long as
(i) such non-voting securities are convertible into such voting securities on
the same terms as the Non-Voting Common Stock is convertible into Common Stock
and (ii) all other consideration is equal on a per share basis. Notwithstanding
the foregoing, holders of shares of the Non-Voting Common Stock shall be
entitled to vote as a separate class on any amendment to this Section 2 and on
any amendment, repeal or modification of any provision of this Certificate of
Designation that adversely affects the powers, preferences or special rights of
holders of the Non-Voting Common Stock.

     SECTION 3.   DIVIDENDS.

     Any dividend or distribution on the Common stock shall be payable on shares
of Non-Voting Common Stock, share and share alike; provided, that (i) in the
case of dividends payable in shares of Common Stock of the Corporation, or
options, warrants or rights to acquire shares of such Common Stock, or
securities convertible into or exchangeable for shares of such Common Stock, the
shares, options, warrants, rights or securities so payable shall be payable in
shares of, or options, warrants or rights to acquire, or securities convertible
into or exchangeable for, Common Stock of the same class upon which the dividend
or distribution is being paid and (ii) if the dividends consist of other voting
securities of the Corporation, the Corporation shall make available to each
holder of Non-Voting Common




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Stock, at such holder's request, dividends consisting of non-voting securities
of the Corporation which are otherwise identical to the voting securities and
which are convertible into or exchangeable for such voting securities on the
same terms as the Non-Voting Common Stock is convertible into the Common Stock.

     SECTION 4.   LIQUIDATION.

     In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, after payment or provision for payment of the
debts and other liabilities of the Corporation, the holders of shares of
Non-Voting Common Stock shall be entitled to share with the holders of Common
Stock in the remaining net assets of the Corporation.

     SECTION 5.   CONVERSION.

(a)  CONVERSION OF NON-VOTING COMMON STOCK. Subject to and upon compliance with
     the provisions of this Section 5, each record holder of Non-Voting Common
     Stock shall be entitled at any time and from time to time in such holder's
     sole discretion and at such holder's option, to convert any or all of the
     shares of such holder's Non-Voting Common Stock into the same number of
     shares of Common Stock; PROVIDED, HOWEVER, that Non-Voting Common Stock
     constituting Restricted Stock (defined below) with respect to a particular
     Regulated Stockholder may not be converted into Common Stock to the extent
     that immediately prior thereto, or as a result of such conversion, the
     number of shares of Common Stock which constitute such Restricted Stock
     held by all holders thereof would exceed the number of shares of Common
     Stock which such Regulated Stockholder reasonably determines it and its
     Affiliates (defined below) may own, control or have the power to vote under
     any law, regulation, rule or other requirement of any governmental
     authority at the time applicable to such Regulated Stockholder or its
     Affiliates, and, PROVIDED, FURTHER, that each holder of Non-Voting Common
     Stock may convert such shares into Common Stock if such holder reasonably
     believes that such converted shares will be transferred within fifteen (15)
     days pursuant to a Conversion Event (defined below) and such holder agrees
     not to vote any such shares of Common Stock prior to such Conversion Event
     and undertakes to promptly offer to the Corporation in exchange of such
     shares of Common Stock for the same number of shares of Non-Voting Common
     Stock if such shares are not transferred pursuant to a Conversion Event.
     Each Regulated Stockholder may provide for further restrictions upon the
     conversion of any shares of Restricted Stock by providing the Corporation
     with signed, written instructions specifying such additional restrictions
     and legending such shares as to the existence of such restrictions.




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(b)  CONVERSION PROCEDURE. Each conversion of shares of Common Stock of the
     Corporation into shares of another class of Common Stock of the Corporation
     shall be effected by the surrender of the certificate or certificates
     representing the shares to be converted (the "Converting Shares") at the
     principal office of the Corporation (or such other office or agency of the
     Corporation as the Corporation may designate by written notice to the
     holders of Common Stock) at any time during its usual business hours,
     together with written notice by the holder of such Converting Shares,
     stating that such holder desires to convert the Converting Shares, or a
     stated number of the shares represented by such certificate or
     certificates, into an equal number of shares of the class into which such
     shares may be converted (the "Converted Shares"). Such notice shall also
     state the name or names (with addresses) and denominations in which the
     certificate or certificates for Converted Shares are to be issued and shall
     include instructions for the delivery thereof. The Corporation shall
     promptly notify each Regulated Stockholder of its receipt of such notice.
     Promptly after such surrender and the receipt of such written notice, the
     Corporation will issue and deliver in accordance with the surrendering
     holder's instructions the certificate or certificates evidencing the
     Converted Shares issuable upon such conversion, and the Corporation will
     deliver to the converting holder a certificate (which shall contain such
     legends as were set forth on the surrendered certificate or certificates)
     representing any shares which were represented by the certificate or
     certificates that were delivered to the Corporation in connection with such
     conversion, but which were not converted. Such conversion, to the extent
     permitted by law, shall be deemed to have been effected as of the close of
     business on the date on which such certificate or certificates shall have
     been surrendered and such notice shall have been received by the
     Corporation, and at such time the rights of the holder of the Converting
     Shares as such holder shall cease and the person or persons in whose name
     or names the certificate or certificates for the Converted Shares are to be
     issued upon such conversion shall be deemed to have become the holder or
     holders of record of the Converted Shares. Upon issuance of shares in
     accordance with this Section 5, such Converted Shares shall be deemed to be
     duly authorized, validly issued, fully paid and non-assessable. The
     Corporation shall take all such actions as may be necessary to assure that
     all such shares of Common Stock may be so issued without violation of any
     applicable law or governmental regulation or any requirements of any
     domestic securities exchange upon which shares of Common Stock may be
     listed (except for official notice of issuance which will be immediately
     transmitted by the Corporation upon issuance). The Corporation shall not
     close its books against the transfer of shares of Common Stock in any



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     manner which would interfere with the timely conversion of any shares of
     Common Stock.

     Notwithstanding any provision of this Section 5 to the contrary, each
     holder of Non-Voting Common Stock shall be entitled to convert shares of
     Non-Voting Common Stock in connection with any Conversion Event if such
     holder reasonably believes that such Conversion Event will be consummated,
     and a written request for conversion from any holder of Non-Voting Common
     Stock to the Corporation stating such holder's reasonable belief that a
     Conversion Event shall occur, shall be conclusive and shall obligate the
     Corporation to effect such conversion in a timely manner so as to enable
     each such holder to participate in such Conversion Event. The Corporation
     will not cancel the shares of Non-Voting Common Stock so converted before
     the 15th day following such Conversion Event and will reserve such shares
     until such 15th day for reissuance in compliance with the next sentence. If
     any shares of Non-Voting Common Stock are converted into shares of Common
     Stock in connection with a Conversion Event and such shares of Common Stock
     are not actually distributed, disposed of or sold pursuant to such
     Conversion Event, such shares of Common Stock shall be promptly offered to
     the Corporation in exchange for such shares of Common Stock for the same
     number of shares of Non-Voting Common Stock.

     Section 6.   STOCK SPLITS; ADJUSTMENTS.

     If the Corporation shall in any manner subdivide (by stock split, stock
dividend or otherwise) or combine (by reverse stock split or otherwise) the
outstanding shares of Common Stock, then the outstanding shares of Non-Voting
Common Stock shall be subdivided or combined, as the case may be, to the same
extent, share and share alike, and effective provision shall be made for the
protection of the conversion rights hereunder.

     In case of any reorganization, reclassification or change of shares of
Non-Voting Common Stock (other than a change in par value or from par to no par
value or as a result of subdivision or combination), or in case of any
consolidation of the Corporation with one or more corporations or a merger of
the Corporation with another corporation (other than a consolidation or merger
in which the Corporation is the resulting or surviving corporation and which
does not result in any reclassification or change of outstanding shares of
Non-Voting Common Stock), each holder of a share of Non-Voting Common Stock
shall have the right at any time thereafter, so long as the conversion right
hereunder with respect to such share would exist had such event not occurred, to
convert such share into the kind and amount of shares of stock and other
securities and properties (including cash) receivable upon such



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reorganization, reclassification, change, consolidation or merger by a holder of
the number of shares of Non-Voting Common Stock into which such shares of
Non-Voting Common Stock might have been converted immediately prior to such
reorganization, reclassification, change, consolidation or merger. In the event
of such reorganization, reclassification, change, consolidation or merger,
effective provision shall be made in the certificate or incorporation of the
resulting or surviving corporation or otherwise for the protection of the
conversion rights of the shares of Non-Voting Common Stock that shall be
applicable, as nearly as reasonably may be, to any such other shares of stock
and other securities and property deliverable upon conversion of such shares of
Non-Voting Common Stock into which such Non-Voting Common Stock might have been
converted immediately prior to such event.

     Section 7.   RESERVATION OF SHARES.

     The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock or its treasury shares, solely
for the purpose of issuance upon the conversion of shares of Non-Voting Common
Stock, such number of shares of such class as are then issuable upon the
conversion of all outstanding shares of Non-Voting Common Stock which may be
converted.

     Section 8.   NO CHARGE.

     The issuance of certificates for shares of any class of Common Stock (upon
conversion of shares of any other class of Common Stock or otherwise) shall be
made without charge to the holders of such shares for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such conversion and/or the issuance of shares of Common Stock; PROVIDED,
HOWEVER, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Common Stock
converted.

     Section 9.   DEFINITIONS. As used herein, the following terms shall have 
the meanings shown below:

(a)  "AFFILIATE" shall mean with respect to any Person, any other person,
     directly or indirectly controlling, controlled by or under common control
     with such Person. For the purpose of the above definition, the term
     "control" (including with correlative meaning, the terms "controlling",
     "controlled by" and "under common control with"), as used with respect to
     any Person, shall mean the possession, directly or indirectly, of the power
     to direct or cause the direction of the



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     management and policies of such Person, whether through the ownership of
     voting securities or by contract or otherwise.

(b)  "CONVERSION EVENT" shall mean (a) any public offering or public sale of
     securities of the Corporation (including a public offering registered under
     the Securities Act of 1933 and a public sale pursuant to Rule 144 of the
     Securities and Exchange Commission or any similar rule then in force), (b)
     any sale of securities of the Corporation to a person or group of persons
     (within the meaning of the Securities Exchange Act of 1934, as amended (the
     "1934 Act")) if, after such sale, such person or group of persons in the
     aggregate would own or control securities which possess in the aggregate
     the ordinary voting power to elect a majority of the Corporation's
     directors (provided that such sale has been approved by the Corporation's
     Board of Directors or a committee thereof), (c) any sale of securities of
     the Corporation to a person or group of persons (within the meaning of the
     1934 Act) if, after such sale, such person or group of persons in the
     aggregate would own or control securities of the Corporation (excluding any
     Non-Voting Common Stock being converted and disposed of in connection with
     such Conversion Event) which possess in the aggregate the ordinary voting
     power to elect a majority of the Corporation's directors, (d) any sale of
     securities of the Corporation to a person or group of persons (within the
     meaning of the 1934 Act) if, after such sale, such person or group of
     persons would not, in the aggregate, own, control or have the right to
     acquire more than two percent (2%) of the outstanding securities of any
     class of voting securities of the Corporation, and (e) a merger,
     consolidation or similar transaction involving the Corporation if, after
     such transaction, a person or group of persons (within the meaning of the
     1934 Act) in the aggregate would own or control securities which possess in
     the aggregate the ordinary voting power to elect a majority of the
     surviving corporation's directors (provided that the transaction has been
     approved by the Corporation's Board of Directors or a committee thereof).

(c)  "PERSON" or "PERSON" shall be construed broadly and shall include an
     individual, a partnership, a limited liability company, a corporation, a
     trust, a joint venture, an unincorporated organization or a government or
     any department or agency thereof.

(d)  "REGULATED STOCKHOLDER" shall mean any stockholder (i) that is subject to
     the provisions of Regulation Y of the Board of Governors of the Federal
     Reserve System, 12 C.F.R. Par 225 (or any successor to such Regulation)
     ("Regulation Y") and (ii) that holds shares of Non-Voting Common Stock of
     the Corporation and (iii) that has provided written notice to the
     Corporation of its status as a "Regulated Stockholder" hereunder.



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(e)  "RESTRICTED STOCK" means, with respect to any Regulated Stockholder, any
     outstanding shares of Non-Voting Common Stock ever held of record by such
     Regulated Stockholder or its Affiliates, excluding treasury shares;
     PROVIDED, HOWEVER, that any such shares shall cease to be Restricted Stock
     with respect to such Regulated Stockholder when such shares are transferred
     in a transaction which is a Conversion Event or are acquired by the
     Corporation or any subsidiary of the Corporation; and PROVIDED, FURTHER,
     that the Corporation shall have no responsibility for determining whether
     any outstanding shares of Non-Voting Common Stock constitute Restricted
     Stock with respect to any particular Regulated Stockholder, but shall
     instead by entitled to receive, and rely exclusively upon, a written notice
     provided by such Regulated Stockholder designating such shares as
     Restricted Stock.






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     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation of Non-Voting Stock to be duly executed by its Vice President,
Secretary and General Counsel this 20th day of January, 1998.

                                          FISHER SCIENTIFIC INTERNATIONAL, INC.

                                          By: /s/ Todd Duchene
                                              ---------------------------------
                                              Name: Todd Duchene
                                              Title: Vice President, Secretary
                                                     and General Counsel