EXHIBIT 3.1


NOTE:  AS REQUIRED IN SECTION 109(c) OF REGULATION S-T, THE ARTICLES OF
INCORPORATION OF THE COMPANY HAVE BEEN RESTATED TO REFLECT ALL AMENDMENTS.

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           SEROLOGICALS HOLDINGS, INC.


               Serologicals Holdings, Inc., a corporation organized and 
existing under the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY as follows:

          1.  The present name of the corporation is Serologicals Holdings,
Inc. (the "Corporation"), which is the name under which the Corporation was 
originally incorporated; the date of filing of the original Certificate of 
Incorporation of the Corporation with the Secretary of State of the State of 
Delaware was October 17, 1994 and the date of filing of the Amended and 
Restated Certificate of Incorporation of the Corporation was November 9, 
1994.

          2.  The amendment and restatement of the Certificate of 
Incorporation herein certified has been duly adopted by the Corporation's 
Board of Directors and stockholders in accordance with Sections 242 and 245 
of the General Corporation Law of the State of Delaware.

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

          FIRST:     Name.  The name of the Corporation is:  Serologicals 
Corporation.

          SECOND:    Registered Office.  The registered office of the 
Corporation is to be located at 32 Loockerman Square, Suite L-100, in the 
City of Dover, County of Kent, State of Delaware, 19904.  The name of its 
registered agent at that address is The Prentice-Hall Corporation System, 
Inc.

          THIRD:     Corporate Purpose.  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:    Capitalization.  The total number of shares of stock 
which the Corporation shall have authority to issue is 51,000,000 shares, of 
which 50,000,000 shall be common stock, par value $.01 per share ("Common 
Stock") and 1,000,000 shares shall be preferred stock, par value $.01 per 
share ("Preferred Stock").

          FIFTH:     Preferred Stock.  The Board of Directors is expressly 
authorized at any time, and from time to time, to provide for the issuance 
of shares of Preferred Stock in one or more series, with such voting powers, 
full or limited, or without voting powers and with 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 
thereof adopted by the Board of Directors, subject to the limitations 
prescribed by law and in accordance with the provisions hereof, including 
(but without limiting the generality thereof) the following:

               (a)   The designation of the series and the number of shares 
to constitute the series.

               (b)   The dividend rate, if any, of the series, the 
conditions and dates upon which such dividends shall be payable, the 
relation which such dividends shall bear to the dividends payable on any 
other class or classes of stock of the Corporation, and whether such 
dividends shall be cumulative or noncumulative.

               (c)   Whether the shares of the series shall be subject to 
redemption by the Corporation and, if made subject to such redemption, the 
times, prices, other terms and conditions of such redemption and including 
(but without limiting the generality thereof) whether such shares which are 
redeemed by the Corporation may be reissued except as otherwise provided by 
law.

               (d)   The terms and amount of any sinking fund provided for 
the purchase or redemption of the shares of the series.

               (e)   Whether or not the shares of the series shall be 
convertible into or exchangeable for shares of any other class or classes or 
of any other series of any class or classes of stock of the Corporation and, 
if provision be made for conversion or exchange, the times, prices, rates, 
adjustments and other terms and conditions of such conversion or exchange.

               (f)   The extent, if any, to which the holders of the shares 
of the series shall be entitled to vote with respect to the election of 
directors or otherwise.

               (g)   The restrictions, if any, on the issue or reissue of 
any additional Preferred Stock.

               (h)   The rights of the holders of the shares of the series 
upon the dissolution, liquidation, or winding up of the Corporation.

          SIXTH:     Series A Preferred Stock.  The powers, preferences and 
relative, participating, optional or other rights, and the qualifications, 
limitations and restrictions in respect of the Series A Preferred Stock are 
as follows:

               6.1   Voting Rights.  Except as otherwise required by law or 
expressly provided herein, each share of Series A Preferred Stock shall 
entitle the holder thereof to vote on all matters submitted to a vote of 
stockholders of the Corporation and to have the number of votes equal to the 
number of shares of Common Stock into which such share of Series A Preferred 
Stock is then convertible pursuant to the provisions hereof, assuming for 
this purpose only that shares of Series A Preferred Stock are convertible 
into fractional shares, at the record date for the determination of 
stockholders entitled to vote on such matters or, if no such record date is 
established, at the date such vote is taken or any written consent of 
stockholders is solicited.  Except as otherwise required by law, expressly 
provided herein or expressly provided in the Series A Preferred Stock and 
Warrant Purchase Agreement dated December 20, 1989 between Serologicals, 
Inc. ("Serologicals"), certain of its then shareholders and certain 
purchasers thereunder (the "1989 Purchase Agreement"), the provisions 
thereof (to the extent not superseded) to be applicable to the holders of 
shares of Series A Preferred Stock, the holders of shares of Series A 
Preferred Stock and common Stock shall vote together and not as separate 
classes.

               6.2   Dividend Rights.  In the event any dividend or other 
distribution payable in cash or other property is declared on the Common 
Stock, each holder of shares of Series A Preferred Stock on the record date 
for such dividend or distribution shall be entitled to receive on the date 
of payment or distribution of such dividend or other distribution the same 
case or other property which such holder would have received if on such 
record date such holder was the holder of record of the number (including 
any fraction) of shares of Common Stock into which the shares of Series A 
Preferred Stock then held by such holder are then convertible.

               6.3   Liquidation Rights.  In the event of any liquidation, 
dissolution or winding up of the Corporation, whether voluntary or 
involuntary, each holder of shares of Series A Preferred Stock then 
outstanding shall be entitled to be paid out of the assets of the 
corporation available for distribution to its stockholders, before any 
payment or declaration and setting apart for payment of any amount shall be 
made in respect of common Stock or to any other class of stock issued after 
the issuance of the Series A Preferred Stock, an amount per share equal to 
the sum of (a) $266.16, plus (b) interest from the date of issuance of such 
share to the date of payment in liquidation hereunder, calculated at 8% per 
annum, compounded annually, plus (c) the amount of declared but unpaid 
dividends as of the date of payment in liquidation hereunder.  If upon any 
liquidation, dissolution or winding up of the Corporation, whether voluntary 
or involuntary, the assets to be distributed to the holders of Series A 
Preferred Stock shall be insufficient to permit the payment to such 
stockholders of the full preferential amounts aforesaid, then all of the 
assets of the Corporation to be distributed shall be distributed ratably to 
the holders of Series A Preferred Stock.

               6.4   Redemption.  The Series A Preferred Stock is not 
subject to redemption by the Corporation; provided, however, the Series A 
Preferred Stock may be repurchased by the Corporation from the holders of 
Series A Preferred Stock upon terms agreed to by such holders, such 
repurchase to be pro rata unless otherwise agreed by all such holders.

               6.5   Conversion.

                     (a)     Conversion Procedure.

                             (i)     Any holder of shares of Series A 
Preferred Stock may, at any time, convert all or any number of such shares 
held by such holder into fully paid and nonassessable shares of Common 
Stock, at the applicable Conversion Price (as hereinafter defined) thereof 
in effect at the time of conversion determined as provided herein.  Each 
share of Series A Preferred Stock shall be convertible into the number of 
shares of Common Stock that results from dividing $266.16 (such amount to be 
adjusted proportionately in the event the shares of Series A Preferred Stock 
are subdivided into a greater number or combined into a lesser number) by 
the Conversion Price per share in effect at the time of conversion.

                             (ii)    Each conversion of shares of Series A 
Preferred Stock will be deemed to have been effected as of the close of 
business on the date on which the certificate or certificates representing 
such shares to be converted have been surrendered at the principal office of 
the Corporation.  At such time as such conversion has been effected, the 
rights of the holder of such shares of Series A Preferred Stock as such 
holder will cease and the person (or entity) or persons (or entities) in 
whose name or names any certificate or certificates for shares of Common 
Stock are to issued upon such conversion will be deemed to have become the 
holder or holders of record of the shares of Common Stock represented 
thereby.

                             (iii)   As soon as possible after a conversion 
has been effected (but in any event within three business days in the case 
of subparagraph (A) below), the Corporation will deliver to the converting 
holder of Series A Preferred Stock:

               (A)   a certificate or certificates representing the number
     of shares of Common Stock issued by reason of such conversion in such 
     name or names and such denomination or denominations as the converting 
     holder has specified;

               (B)   payment in an amount equal to all dividends, if any, 
     owing pursuant to Section 6.2 hereof with respect to each share of 
     Series A Preferred Stock converted which have not been paid prior 
     thereto, plus the amount payable under subparagraph (vii) of this 
     Section 6.5(a) with respect to such conversion; and

               (C)   a certificate representing any shares of Series A 
     Preferred Stock which were represented by the certificate or 
     certificates delivered to the Corporation in connection with such 
     conversion but which were not converted.

                             (iv)   If for any reason the Corporation is 
unable to pay any dividends owing pursuant to Section 6.2 on the shares of 
Series A Preferred Stock being converted, the Corporation will pay such 
dividends to the converting holder as soon thereafter as funds of the 
Corporation are legally available for such payment.  At the request of any 
such converting holder, the Corporation will provide such holder with 
written evidence of its obligation to such holder.

                             (v)    The issuance of certificates for shares 
of Common Stock upon conversion of shares of Series A Preferred Stock will 
be made without charge to the holders of such shares of Series A Preferred 
Stock for any issuance tax in respect thereof or other cost incurred by the 
Corporation in connection with such conversion and the related issuance of 
shares of Common Stock.  Upon conversion of each share of Series A Preferred 
Stock, the Corporation will take all such actions as are necessary in order 
to insure that the Common Stock issuable with respect to such conversion 
will be validly issued, fully paid and nonassessable.

                             (vi)   The Corporation will not close its books 
against the transfer of shares of Series A Preferred Stock or of common 
Stock issued or issuable upon conversion of shares of Series A Preferred 
Stock in any manner which interferes with the timely conversion of shares of 
Series A Preferred Stock.

                             (vii)  If any fractional interest in a share of 
Common Stock would, except for the provisions of this subparagraph (vii), be 
deliverable upon any conversion of shares of Series A Preferred Stock, the 
Corporation, in lieu of delivering the fractional share thereof, will pay 
any amount to the holder thereof equal to the Market Price of such 
fractional interest as of the date of conversion. "Market Price" of any 
security means the average of the closing prices of such security's sales on 
all securities exchanges on which such security may at the time be listed, 
or, if there has been no sale on any such exchange of any day, the average 
of the highest bid and lowest asked prices on all such exchanges at the end 
of such day, or, if on any day such security is not so listed, the average 
of the representative bid and asked prices quoted in the NASDAQ System as of 
4:00 P.M., New York City time, or, if on any day such security is not quoted 
in the NASDAQ System, the average of the highest bid and lowest asked prices 
on such day in the domestic over-the-counter market as reported by the 
National Quotation Bureau, Incorporated, or any similar successor 
organization, in each such case averaged over a period of 21 days consisting 
of the day as of which Market Price is being determined and the 20 
consecutive business days prior to such day.  If at anytime such security is 
not listed on any securities exchange or quoted in the NASDAQ System or the 
over-the-counter market, the Market Price will be the fair value thereof 
reasonably determined in good faith by the Board of Directors of the 
Corporation.

               (b)   Conversion Price.

                             (i)     The initial Conversion Price for the 
Series A Preferred Stock will be $2.6616.  In order to prevent dilution of 
the conversion rights granted under this Section 6.5, the Conversion Price 
will be subject to adjustment from time to time pursuant to this Section 
6.5.

                             (ii)    If and whenever on or after the merger 
of Serologicals Acquisition, Inc. with and into Serologicals the Corporation 
issues or sells, or in accordance with subsection 6.5(c) is deemed to have 
issued or sold, other than in a transaction described in subsection 6.5(d), 
any shares of its Common Stock for a consideration per share less than the 
Conversion Price in effect for the Series A Preferred Stock immediately 
prior to the time of such issue or sale, the Conversion Price will be 
reduced to a price determined by dividing (A) the sum of (1) the number of 
shares of Common Stock outstanding immediately prior to such issue or sale 
multiplied by the Conversion Price in effect immediately prior to such issue 
or sale and (2) the consideration, if any, received by the Corporation upon 
such issue or sale, by (B) the number of shares of Common Stock outstanding 
immediately after such issue or sale.

               (c)   Effect on Conversion Price of Certain Events.  For 
purposes of determining the adjusted Conversion Price under subsection 
6.5(b), the following will be applicable:

                             (i)     Issuance of Rights or Options.  If the 
Corporation in any manner grants any rights or options to subscribe for or 
to purchase Common Stock or any stock or other securities convertible into 
or exchangeable for common Stock (such rights or options being herein called 
"Options" and such convertible or exchangeable stock or securities being 
herein called "Convertible Securities") and the price per share for which 
Common Stock is issuable upon the exercise of such Options or upon 
conversion or exchange of such Convertible Securities is less than the 
Conversion Price in effect immediately prior to the time of the granting of 
such Options, then the total maximum number of shares of Common Stock 
issuable upon the exercise of such Options or upon conversion or exchange of 
such Convertible Securities will be deemed to be outstanding and to have 
been issued and sold by the Corporation for such price per share.  For 
purposes of this paragraph, the "price per share for which Common Stock is 
issuable" will be determined by dividing (A) the total amount, if any, 
received or receivable by the Corporation as consideration for the granting 
of such Options, plus the minimum aggregate amount of additional 
consideration payable to the Corporation upon exercise of all such Options, 
plus in the case of such Options which relate to Convertible Securities, the 
minimum aggregate amount of additional consideration, if any, payable to the 
Corporation upon the issuance or sale of such Convertible Securities and the 
conversion or exchange thereof, by (B) the total maximum number of shares of 
Common Stock issuable upon the exercise of Options or upon the conversion or 
exchange of all such Convertible Securities issuable upon the exercise of 
such Options.  No further adjustment of the Conversion Price will be made 
when Convertible Securities are actually issued upon the exercise of such 
Options or when Common Stock is actually issued upon the exercise of such 
Options or the conversion or exchange of such Convertible Securities.

                             (ii)    Issuance of Convertible Securities.  If 
the Corporation in any manner issues or sells any Convertible Securities and 
the price per share for which Common Stock is issuable upon such conversion 
or exchange is less than the Conversion Price in effect immediately prior to 
the time of such issue or sale, then the maximum number of shares of Common 
Stock issuable upon conversion or exchange of such Convertible Securities 
will be deemed to be outstanding and to have been issued and sold by the 
Corporation for such price per share.  For the purposes of this paragraph, 
the "price per share for which Common Stock is issuable" will be determined 
by dividing (A) the total amount received or receivable by the Corporation 
as consideration for the issue or sale of such Convertible Securities, plus 
the minimum aggregate amount of additional consideration, if any, payable to 
the Corporation upon the conversion or exchange thereof, by (B) the total 
maximum number of shares of common Stock issuable upon the conversion or 
exchange of all such Convertible Securities.  No further adjustment of the 
conversion Price will be made when Common Stock is actually issued upon the 
conversion or exchange of such Convertible Securities, and if any such issue 
or sale of such Convertible Securities is made upon exercise of any Options 
for which adjustments of the Conversion Price had been or are to be made 
pursuant to other provisions of this Section 6.5, no further adjustment of 
the Conversion Price will be made by reason of such issue or sale.

                             (iii)   Change in Option Price or Conversion 
Rate.  If the purchase price provided for in any Options, the additional 
consideration, if any, payable upon the conversion or exchange of any 
Convertible Securities, or the rate at which any Convertible Securities are 
convertible into or exchangeable for Common Stock change at any time, the 
Conversion Price in effect at the time of such change will be readjusted to 
the Conversion Price which would have been in effect at such time had such 
Options or Convertible Securities still outstanding provided for such 
changed purchase price, additional consideration or changed conversion rate, 
as the case may be, at the time initially granted, issued or sold (provided, 
however, notwithstanding the foregoing, no such adjustment shall increase 
the Conversion Price then in effect).

                             (iv)    Treatment of Expired Options 
Unexercised Convertible Securities.  Upon the expiration of any Option or 
the termination of any right to convert or exchange any Convertible Security 
without the exercise of any such Option or right, the Conversion Price then 
in effect hereunder will be adjusted to the Conversion Price which would 
have been in effect at the time of such expiration or termination had such 
Option or Convertible Security, to the extent outstanding immediately prior 
to such expiration or termination, never been issued (provided, however, 
notwithstanding the foregoing, no such adjustment shall increase the 
conversion Price then in effect).

                             (v)     Calculation of Consideration Received.  
If any Common Stock, Option or Convertible Security is issued or sold or 
deemed to have been issued or sold for cash, the consideration received 
therefor will be deemed to be the net amount received by the Corporation 
therefor.  In case any Common Stock, Options or Convertible Securities are 
issued or sold for a consideration other than cash, the amount of the 
consideration other than cash received by the Corporation will be the fair 
value of such consideration (as determined by the Board of Directors of the 
Corporation), except where such consideration consists of securities, in 
which case the amount of consideration received by the Corporation will be 
the Market Price thereof as of the date of receipt.  If any Common Stock, 
Option or Convertible Security is issued in connection with any merger in 
which the Corporation is the surviving corporation, the amount of 
consideration therefor will be deemed to be the fair value (as determined by 
the Board of Directors of the Corporation) of such portion of the net assets 
and business of the non-surviving corporation as is attributable to such 
Common Stock, Options or Convertible Securities, as the case may be.

                             (vi)    Integrated Transactions.  In case any 
Option is issued in connection with the issue or sale of other securities of 
the Corporation, together comprising one integrated transaction in which no 
specific consideration is allocated to such Option by the parties thereto, 
the Option will be deemed to have been issued without consideration.

                             (vii)   Treasury Shares.  The number of shares 
of Common Stock outstanding at any given time does not include shares owned 
or held by or for the account of the Corporation or any subsidiary, and all 
disposition of any shares so owned or held will be considered an issue or 
sale of Common Stock.

                             (viii)  Record Date.  If the Corporation takes 
a record of the holders of common Stock for the purpose of entitling them 
(A) to receive a dividend or other distribution payable in Common Stock, 
Options or in Convertible Securities or (B) to subscribe for or purchase 
Common Stock or Convertible Securities, then for purposes of this Section 
6.5 such record date will be deemed to be the date of the issue or sale of 
the shares of Common Stock deemed to have been issued or sold upon the 
declaration of such dividend or upon the making of such other distribution 
or the date of the granting of such right of subscription or purchase, as 
the case may be.

                             (ix)    Certain Exceptions.  Anything herein to 
the contrary notwithstanding, no adjustment will be made to the Conversion 
Price by reason of the following:

              (A)   the issuance of shares of Common Stock upon conversion 
     of shares of Series A Preferred Stock;

              (B)   the issuance of shares of Common Stock to employees of 
     the Corporation or any Subsidiary upon the approval of the Board of 
     Directors pursuant to an employee stock option or purchase plan which 
     has been approved by the holders of 67% of the shares of Series A 
     Preferred Stock then outstanding;

              (C)   the issuance of shares of Common Stock (or options 
     therefor) upon the exercise of such options granted to Harold J. Tenoso 
     pursuant to the Employment Agreement between Harold J. Tenoso and 
     Serologicals dated March 8, 1993 (the "Tenoso Option"); and

              (D)   the issuance of shares of Common Stock (or warrants 
     therefor) upon the exercise of such warrants granted to State Street 
     Bank & Trust Company pursuant to the Warrant and Warrant Agreement 
     dated March 9, 1993 (the "State Street Warrant").

                     (d)  Subdivision or Combination of Common Stock.  If 
the Corporation at any time subdivides (by any stock split, stock dividend, 
recapitalization or otherwise) its outstanding shares of Common Stock into a 
greater number of shares, the Conversion Price in effect immediately prior 
to such subdivision will be proportionately reduced, and if the Corporation 
at any time combines (by reverse stock split or otherwise) one or more 
classes of its outstanding shares of Common Stock into a smaller number of 
shares, the Conversion Price in effect immediately prior to such combination 
will be proportionately increased.

                     (e)  Reorganization, Reclassification, Consolidation, 
Merger or Sale.  Any capital reorganization, reclassification, 
consolidation, merger or sale of all or substantially all of the 
Corporation's assets to another person or entity which is effected in such a 
way that holders of Common Stock are entitled to receive (either directly or 
upon subsequent liquidation) stock, securities or assets with respect to or 
in exchange for common Stock is referred to herein as an "Organic Change."  
Prior to the consummation of any Organic Change, the Corporation will make 
appropriate provisions (in form and substance satisfactory to the holders of 
100% of the shares of Series A Preferred Stock then outstanding) to insure 
that each of the holders of Series A Preferred Stock will thereafter have 
the right to acquire and receive, in lieu of or in addition to the shares of 
common Stock immediately theretofore acquirable and receivable upon the 
conversion of such holder's shares of Series A Preferred Stock, such shares 
of stock, securities or assets as such holder would have received in 
connection with such Organic Change if such holder had converted his Series 
A Preferred Stock immediately prior to such Organic Change.  In any such 
case, the Corporation will make appropriate provisions (in form and 
substance satisfactory to the holders of 100% of the shares of Series A 
Preferred Stock then outstanding) to insure that the provisions of this 
Section 6.5 will thereafter be applicable to the Series A Preferred Stock 
(including, in the case of any such consolidation, merger or sale in which 
the successor corporation or purchasing corporation is other than the 
Corporation, an immediate adjustment of the Conversion Price to the value 
for the common Stock reflected by the terms of such consolidation, merger or 
sale, and a corresponding immediate adjustment in the number of shares of 
Common Stock acquirable and receivable upon conversion of shares of Series A 
Preferred Stock, if the value so reflected is less than the Conversion Price 
in effect immediately prior to such consolidation, merger or sale).  The 
Corporation will not effect any such consolidation, merger or sale, unless 
prior to the consummation thereof, the successor corporation (if other than 
the corporation) resulting from consolidation or merger or the corporation 
purchasing such assets assumes by written instrument (in form reasonably 
satisfactory to the holders of 67% of the shares of Series A Preferred Stock 
then outstanding), the obligation to deliver to each such holder such shares 
of stock, securities or assets as, in accordance with the foregoing 
provisions, such holder may be entitled to acquire.

               (f)   Notices.

                             (i)     Immediately upon any adjustment of the 
Conversion Price, the Corporation will give written notice thereof to all 
holders of shares of Series A Preferred Stock.

                             (ii)    The Corporation will give written 
notice to all holders of shares of Series A Preferred Stock at least 20 days 
prior to the date on which the Corporation closes its books or takes a 
record (A) with respect to any dividend or distribution upon Common Stock, 
(B) with respect to any pro rata subscription offer to holders of common 
Stock or (C) for determining rights to vote with respect to any Organic 
Change, dissolution or liquidation.

                             (iii)   The Corporation will also give written 
notice to the holders of shares of Series A Preferred Stock at least 20 days 
prior to the date on which any Organic Change, dissolution or liquidation 
will take place.

               (g)   Reservation of Common Stock.  The Corporation 
shall at all times reserve and keep available out of its authorized but 
unissued shares of Common Stock, solely for the purpose of effecting the 
conversion of the shares of Series A Preferred Stock, such number of its 
shares of common Stock as shall from time to time be sufficient to effect 
the conversion of all outstanding shares of Series A Preferred Stock, and if 
at any time the number of authorized but unissued shares of common Stock 
shall not be sufficient to effect the conversion of all then outstanding 
shares of Series A Preferred Stock, the Corporation will take such corporate 
action as may be necessary to increase its authorized but unissued shares of 
Common Stock to such number of shares as shall be sufficient for such 
purposes.

               (h)   Notice to Holders.  Any notice required by the 
provisions of this Section 6.5 to be given to the holders of shares of 
Series A Preferred Stock shall be deemed given when personally delivered to 
such holder, one (1) business day after the same is delivered to an 
overnight courier service, postage prepaid, or three (3) business days after 
the same has been deposited in the United States mail, certified or 
registered mail, return receipt requested, postage prepaid, and addressed to 
each holder of record at his address appearing on the books of the 
Corporation.

               (i)   Taxes and Charges.  The Corporation will pay all 
taxes and other governmental charges that may be imposed in respect of the 
issue or delivery of shares of Common Stock upon conversion of shares of 
Series A Preferred Stock.

               (j)   Rounding.  All calculations under this Section 6.5 
shall be made to the nearest cent or to the nearest one-hundredth of a 
share, as the case may be.

               (k)   Automatic Conversion.  Each share of Series A 
Preferred Stock shall automatically be converted into shares of Common Stock 
at the then effective Conversion Price upon the closing of an underwritten 
public offering pursuant to an effective registration statement under the 
Securities Act of 1933, as amended, resulting in the sale by the Corporation 
of Common Stock to the public at an aggregate price of not less than 
$5,000,000 and at a price per share not less than $10.00 (such price per 
share to be adjusted proportionately in the event the shares of Common Stock 
are subdivided into a greater number or combined into a lesser number), 
provided that (a) the aggregate value of the outstanding stock of the 
Corporation based on such sale at such price per share is not less than 
$50,000,000, and (b) not less than thirty (30) nor more than ninety (90) 
days advance written notice of such closing shall have been given to the 
holders of shares of Series A Preferred Stock, which notice shall 
specifically refer to the automatic conversion of shares of Series A 
Preferred Stock provided for in this section 6.5(k).

               6.6   Certain Restrictions and Limitations.  So long as not 
less than 6,011 shares of Series A Preferred Stock remain outstanding (such 
number to be adjusted proportionately in the event of any combination of the 
shares of Series A Preferred Stock into a lesser number or subdivision of 
the shares of Series A Preferred Stock into a greater number), without the 
approval, by vote or written consent, of the holders of not less than 67% of 
the shares of Series A Preferred Stock then outstanding, the Corporation 
will not:

               (a)   directly or indirectly declare or pay, or permit 
any Subsidiary which is not a wholly-owned Subsidiary to declare or pay, any 
dividends, or make, or permit any Subsidiary which is not a wholly-owned 
Subsidiary to make, any distributions upon any of its equity securities; or

               (b)   directly or indirectly redeem, purchase or 
otherwise acquire, or permit any Subsidiary to directly or indirectly 
redeem, purchase or otherwise acquire, any of the Corporation's or any 
Subsidiary's equity securities, except (i) as required by the terms of the 
Series A Preferred Stock; or (ii) the repurchase of shares of Common Stock 
as contemplated by the Amended and Restated Shareholders Agreement dated as 
of August 31, 1993, as amended from time to time, by and among the 
Corporation and its shareholders; or

               (c) except for (i) the issuance of shares of Series A Preferred 
Stock and shares of Common Stock issued upon the conversion of such shares 
of Series A Preferred Stock, (such numbers to be adjusted proportionately in 
the event the shares of common Stock are combined into a lesser number or 
subdivided into a greater number); (ii) the issuance of shares of Common 
Stock (or options therefor) to non-management personnel of the Corporation 
or any Subsidiary upon the approval of the Board of Directors pursuant to an 
employee stock option plan or purchase plan which has been approved by the 
holders of 67% of the Series A Preferred Stock then outstanding; and (iii) 
the issuance of the Tenoso Option and the State Street Warrant and shares of 
Common Stock issuable upon the exercise thereof; authorize, issue or enter 
into any agreement providing for the issuance (contingent or otherwise) of, 
(A) any notes or debt securities containing equity features (including 
without limitation, any notes or debt securities convertible into or 
exchangeable for equity securities, issued in connection with the issuance 
of equity securities (or any securities convertible into or exchangeable for 
any equity securities); or
 
               (d)   merge or consolidate with any Person or permit any 
Subsidiary to merge or consolidate with any Person (other than, in the case 
of a Subsidiary, with or into the Corporation or any wholly-owned 
Subsidiary); or
 
               (e)   sell, lease or otherwise dispose of, or permit any 
Subsidiary to sell, lease or otherwise dispose of other than the sale of 
inventory in the ordinary course of business, in excess of twenty-five 
percent of the consolidated assets of the Corporation in any twelve-month 
period; or 
               (f)   liquidate, dissolve or effect a recapitalization 
or reorganization in any form of transaction; or

               (g)   make any amendment to the Corporation's Certificate
of Incorporation or By-laws as then in effect; or

               (h)   enter into, or permit any Subsidiary to enter into, any 
transaction with any of its or any Subsidiary's Affiliates, except in the 
ordinary course of business and upon fair and reasonable terms no less 
favorable to the Corporation or any Subsidiary than would be obtained by the 
Corporation or any Subsidiary in a comparable arm's length transaction with 
a Person who is not the Corporation's or any Subsidiary's Affiliate; 
provided, however, nothing in this clause (h) shall be deemed to prohibit 
payments to officers, directors and other agents of the Corporation or any 
Subsidiary pursuant to indemnities contained in the Corporation's or any 
Subsidiary's certificate of incorporation by-laws or any indemnity 
agreement to which the Corporation or any Subsidiary is a party; or

               (i)   make or permit to exist, or permit any subsidiary 
to make or permit to exist, any Investment other than:  (i) Investments in 
short-term obligations issued by, or guaranteed by, the United States 
Government, (ii) Investments in negotiable certificates of deposit, bankers' 
acceptances or money market securities issued by any bank or branch of a 
bank having assets of at least $500,000,000 in the aggregate and which are 
issued by the Federal Deposit Insurance Corporation, (iii) Investments in 
commercial paper rated P1 or A1 by Moody's Investors Service, Inc. or 
Standard & Poor's Corporation, respectively, (iv) Investment in Serologicals 
Acquisition Co. Limited, a Scottish corporation ("Bioscot") and (v) 
Investments disclosed in the Schedules and Exhibits to the 1989 Purchase 
Agreement; or

               (j)   make, or permit any Subsidiary to make, any loans 
or advances to, or guarantees for the benefit of, any Person, other than 
travel advances and similar loans to employees not to exceed $25,000 at any 
one time in the aggregate and transactions contemplated by the 1989 Purchase 
Agreement; or

               (k)   enter into, or permit any Subsidiary to enter 
into, the ownership, active management or operation of any business other 
than the business conducted by the Corporation and its Subsidiaries as of 
the date of Closing; or

               (l)   establish or acquire any Subsidiaries other than 
(i) Bioscot, (ii) Subsidiaries in connection with the restructuring of the 
business of the Corporation into holding company structure; and (iii) 
Subsidiaries in connection with the acquisition of the assets related to the 
plasma center operations of certain corporate entities affiliated with 
Acadiana Ventures, Inc.; or

               (m)   create, incur, assume or suffer to exist, or 
permit any Subsidiary to create, incur, assume or suffer to exist, 
Indebtedness other than (i) a credit facility of up to $11,500,000 with 
NationsBank of Georgia, N.A. and (ii) capitalized leases having annual 
aggregate scheduled payments not in excess of $350,000; or

               (n)   make, or permit any Subsidiary to make, any 
capital expenditure or series of related capital expenditures (including, 
without limitation, payments with respect to capitalized leases) or any 
other acquisition of assets, in excess of $150,000 for any single 
expenditure or acquisition or $250,000 in the aggregate in any twelve-month 
period, other than expenditures in the amount of $750,000 identified in 
Schedule 8.5(n) of the 1989 Purchase Agreement.

               Capitalized terms used but not defined in this Section 6.6 
shall be deemed to have the respective meanings ascribed to them in the 1989 
Purchase Agreement (to the extent not superseded).

               6.7   Cancellation of Series A Preferred Stock.  No share or 
shares of Series A Preferred Stock acquired by the Corporation by reason of 
conversion or otherwise shall be reissued, and all such shares shall be 
canceled, retired and eliminated from the shares which the Corporation shall 
be authorized to issue.

          SEVENTH:  Common Stock.  The powers, preferences and relative, 
participating, optional or other rights, and the qualifications, limitations 
and restrictions in respect of the Common Stock are as follows:

               Subject to the prior or equal rights, if any, of the holders 
of shares of Series A Preferred Stock or any series of Preferred Stock 
expressed by the Board of Directors in the resolution or resolutions 
providing for the issuance of such Preferred Stock, the holders of common 
Stock shall be entitled (i) to receive dividends when and as declared by the 
Board of Directors out of any funds legally available therefor, (ii) in the 
event of any dissolution, liquidation or winding up of the corporation, 
whether voluntary or involuntary (sometimes referred to herein as a 
liquidation), after payment or provision for payment of the debts and other 
liabilities of the Corporation and the preferential amounts to which the 
holders of any outstanding shares of Series A Preferred Stock or Preferred 
Stock now or hereafter authorized, shall be entitled upon liquidation to 
receive the remaining assets of the Corporation, ratably according to the 
number of shares of Common Stock held, and (iii) to one vote for each share 
of Common Stock held on all matters submitted to a vote of stockholders.

         EIGHTH:   Board of Directors.

               8.1   Number.  The business and affairs of the Corporation 
shall be under the direction of the Board of Directors.  The number of 
directors, subject to any right of the holders of any class or series of 
Preferred Stock to elect additional directors, shall be fixed from time to 
time by the Board of Directors pursuant to the By-Laws of the Corporation, 
but in any event shall be not less than Five (5) nor more than Eleven (11).

               8.2   Classification.  Immediately subsequent to the date of 
this Amended and Restated Certificate of Incorporation, the Board of 
Directors shall be divided into three classes, designated Class 1, Class 2 
and Class 3, as nearly equal in number as the then total number of directors 
constituting the whole Board of Directors permits, with the term of office 
of one class expiring each year.  The term of the directors in Class 1 shall 
expire at the first election of directors after the date of this Amended and 
Restated Certificate of Incorporation, the term of the directors of Class 2 
shall expire at the second election of directors after the date of this 
Amended and Restated Certificate of Incorporation and the term of directors 
of Class 3 shall expire at the third election of directors after the date of 
this Amended and Restated Certificate of Incorporation.  Subject to the 
foregoing, at each annual meeting of stockholders, the successors to the 
class of directors whose term shall then expire shall be elected to hold 
office for a term expiring at the third succeeding annual meeting and each 
director so elected shall hold office until his successor is elected and 
qualified, or until his earlier resignation or removal.

                   If the number of directors is changed, any increase or 
decrease in the number of directors shall be apportioned among the three 
classes so as to make all classes as nearly equal in number as possible, and 
the Board of Directors shall decide which class shall contain an unequal 
number of directors.  Notwithstanding the foregoing, whenever holders of any 
shares of Preferred Stock, or any series thereof, shall be entitled, voting 
separately as a class, to elect any directors, or directors so elected shall 
be allocated, each time they are so elected, to the class whose term expires 
as the next succeeding annual meeting of stockholders and the terms of all 
directors so elected by such holders shall expire at the next succeeding 
annual meeting of stockholders.

               8.3  Nomination.  Whenever, and so long as, the Corporation 
is subject to the reporting requirements of Section 12 or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 
subject to the rights of the holders of any series of Preferred Stock, only 
persons who are nominated in accordance with the procedures set forth in 
this Section 8.3 shall be eligible to serve as directors.  Nominations of 
persons for election to the Board of Directors may be made at an annual 
meeting of stockholders (a) by or at the direction of the Board of Directors 
or(b) by any stockholder of the Corporation who is a stockholder of record 
at the time of giving notice provided for in this Section 8.3, who shall be 
entitled to vote for election of directors at the meeting and who complies 
with the procedures set forth below.  Any such nominations (other than those 
made by or at the direction of the Board of Directors) must be made pursuant 
to timely notice in writing to the Secretary of the Corporation.  To be 
timely, a stockholder's notice must be delivered to or mailed and received 
at the principal executive offices of the Corporation not less than 60 days 
nor more than 90 days prior to the anniversary date of the immediately 
preceding annual meeting; provided, however, that in the event that the 
annual meeting with respect to which such notice is to be tendered is not 
held within 30 days before or after such anniversary date, notice by the 
stockholder to be timely must be received no later than the close of 
business upon the 10th day following the day on which notice of the meeting 
or public disclosure thereof was given or made.  Such stockholder's notice 
shall set forth (a) as to each person whom the stockholder proposes to 
nominate for election or reelection as a director, all information relating 
to such person that is required to be disclosed in solicitations of proxies 
for election of directors, or is otherwise required, in each case pursuant 
to Regulation 14 under the Exchange Act (including such person's written 
consent to being named as a nominee and to serve as a director if elected); 
and (b) as to the stockholder giving the notice (i) the name and address, as 
they appear on the Corporation's books, of such stockholder, (ii) the class 
and number of shares of stock of the corporation which are beneficially 
owned by such stockholder and (iii) a description of all arrangements of 
understandings between such stockholder and any other person or persons 
(including their names) in connection with such nomination and any material 
interest of such stockholder in such nomination.  At the request of the 
Board of Directors, any person nominated by the Board of Directors for 
election as a director shall furnish to the Secretary of the Corporation 
that information required to be set forth in a stockholder's notice of 
nomination which pertains to the nominee.  If the Board of Directors shall 
determine, based on the facts, that a nomination was not made in accordance 
with the procedures set forth in this Section 8.3, the Chairman of the Board 
of Directors or the person presiding at such meeting shall so declare to the 
meeting and the defective nomination shall be disregarded.  In addition to 
the foregoing provisions of this Section 8.3, a stockholder shall also 
comply with all applicable requirements of the Exchange Act, and the rules 
and regulations thereunder with respect to the matters set forth in this 
Section 8.3.

               8.4  Vacancies.  Subject to the rights of the holders of any 
series of Preferred Stock, newly created directorships, resulting from (i) 
an increase in the authorized number of directors, (ii) death, (iii) 
resignation, (iv) retirement, (v) disqualification, (vi) removal from office 
or (vii) any other cause, may be filled solely by a majority vote of the 
remaining directors then in office, although less than a quorum, or by the 
sole remaining director, and each director so chosen shall hold office for a 
term expiring at the annual meeting of stockholders at which the term of the 
class to which he or she has been elected expires and until such director's 
successor shall have been duly elected and qualified.  No decrease in the 
authorized number of directors shall shorten the term of any incumbent 
director.

               8.5  Removal.  A director may be removed only for cause, by 
the holders of a majority of the outstanding shares of all classes of 
capital stock of the Corporation entitled to vote in the election of 
directors, considered for this purpose as one class.

          NINTH:  Stockholder Action.  Whenever, and so long as, the 
Corporation is subject to the reporting requirements of Section 12 and 15(d) 
of the Exchange Act, and subject to the rights of the holders of any series 
of Preferred Stock, any action required or permitted to be taken by 
stockholders pursuant to this Certificate of Incorporation or under 
applicable law may be effected only at a duly called annual or special 
meeting of stockholders and with a vote thereat, and may not be effected by 
consent in writing.  Except as otherwise required by law and subject to the 
rights of any series of Preferred Stock, annual and special meetings of the 
stockholders of the Corporation may be called only by the Board of Directors 
pursuant to a resolution approved by a majority of the members of the Board 
of Directors, the Chairman of the Board of Directors, the Chief Executive 
Officer or the President.  Subject to applicable law and the rights of 
holders of any series of Preferred Stock, stockholders are not permitted to 
call an annual or special meeting or to require that the Board of Directors 
call an annual or special meeting.

         TENTH:  Liability of Directors.  No director shall be personally 
liable to the Corporation or its stockholders for monetary damages for 
breach of a fiduciary duty as a director; provided, however, that to the 
extend required by the provisions of Section 102(b)(7) of the General 
Corporation Law of the State of Delaware or any successor statute, or any 
other laws of the State of Delaware, this provision shall not eliminate or 
limit the liability of a 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 the General Corporation 
Law of the State of Delaware, (iv) for any transaction form which the 
director derived an improper personal benefit, or (v) for any act or 
omission occurring prior to the date when the provisions becomes effective.  
If the General Corporation Law oaf the State of Delaware hereafter is 
amended to authorize the further elimination or limitation on personal 
liability of directors, then the liability of a director of the Corporation, 
in addition to the limitation on personal liability provided herein, shall 
be limited to the fullest extent permitted by the amended General 
Corporation Law of the State of Delaware.  Any repeal or modification of 
this Article Tenth by the stockholders of the corporation shall be 
prospective only, and shall not adversely affect any limitation on the 
personal liability of a director of the Corporation existing at the time of 
such repeal or modification.

          ELEVENTH:  Indemnification and Advancement of Expenses:

               11.1  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 a person for 
whom he is the legal representative, is or was a director, officer or 
employee of the corporation or is or was serving at the request of the 
corporation as a director, officer or employee of another corporation, 
partnership, joint venture, trust or other enterprise, including service 
with respect to employee benefit plans, shall be indemnified by the 
Corporation to the fullest extent permitted by the General Corporation Law 
of the State of Delaware, as the same exists or may hereafter be amended, 
against all expense, liability and loss (including settlement) reasonably 
incurred or suffered by such person in connection with such service; 
provided, however, that the Corporation shall indemnify any such person 
seeking indemnification in connection with a proceeding initiated by him 
only if such proceeding was authorized by the Board of Directors, either 
generally or in the specific instance.  The right to indemnification shall 
include the advancement of expenses incurred in defending any such 
proceeding in advance of its final disposition in accordance with procedures 
established from time to time by the Board of Directors; provided, however, 
that if the General Corporation Law of the State of Delaware so requires, 
the director, officer or employee shall deliver to the corporation an 
undertaking to repay all amounts so advanced if it shall ultimately be 
determined that he is not entitled to be indemnified under this Article 
Eleventh or otherwise.

               11.2  Nonexclusivity.  The rights of indemnification provided 
in this Article Eleventh shall be in addition to any rights to which any 
person may otherwise be entitled by law or under any By-law, agreement, vote 
of stockholders or disinterested directors, or otherwise.  Such rights shall 
continue as to any person who has ceased to be a director, officer or 
employee and shall insure the benefit of his heirs, executors and 
administrators, and shall be applied to proceedings commenced after the 
adoption hereof, whether arising from acts or omissions occurring before or 
after the adoption hereof.

               11.3  Insurance.  The corporation may purchase and maintain 
insurance to protect any persons against any liability or expense asserted 
against or incurred by such person in connection with any proceeding, 
whether or not the Corporation would have the power to indemnify such person 
against such liability or expense by law or under this Article Eleventh or 
otherwise.  The Corporation may create a trust fund, grant a security 
interest or use other means (including, without limitation, a letter of 
credit) to insure the payment of such sums as may become necessary to effect 
indemnification as provided herein.

               11.4  Amendment.  No amendment to or repeal of this Article 
Eleventh shall apply to or have any effect on the rights of any individual 
referred to in this Article Eleventh for or with respect to acts or 
omissions of such individual occurring prior to such amendment or repeal.

          TWELFTH:  Amendment of By-Laws.  The affirmative approval, by vote 
or written consent, of the holders of not less than 67% of the shares of 
Series A Preferred Stock then outstanding shall be required to amend or 
repeal, or adopt any provisions inconsistent with the By-laws s then in 
effect.  Upon the conversion of all of the shares of Series A Preferred 
Stock, the Board of Directors shall have the power to make, amend and repeal 
the By-laws of the Corporation.  Any By-laws made by the Board of Directors 
under the powers conferred hereby may be amended or repealed by the Board of 
Directors or by the stockholders of the corporation as provided in the By-
laws.

          THIRTEENTH:  Amendment of Certificate of Incorporation.  The 
affirmative approval, by vote or written consent, of the holders of not less 
than 67% of the shares of Series A Preferred Stock then outstanding shall be 
required to amend or repeal, or adopt any provisions inconsistent with this 
Certificate of Incorporation.  Upon the conversion of all of the shares of 
Series A Preferred Stock, the Corporation reserves the right to amend or 
repeal any provisions 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.

          IN WITNESS WHEREOF, this Amended and Restated Certificate of 
Incorporation has been affirmed and acknowledged this 10th day of May, 1995.


                                       SEROLOGICALS HOLDINGS, INC.




                                       By:  /s/Harold J. Tenoso, Ph.D.//
                                            ----------------------------
                                            Harold J. Tenoso, Ph.D.
                                            President and Chief
                                            Executive Officer




ATTEST:




By:  /s/Peggy P. Merritt//
     --------------------
     Peggy P. Merritt
     Secretary