Exhibit 3.1  AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION 
OF
UNIVERSAL HOSPITAL SERVICES, INC.   ARTICLE ONE  The name of the corporation is Universal Hospital
Services, Inc. (hereinafter called the Corporation).  ARTICLE TWO  The address of the Corporations registered office in
the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is Corporation Service Company.  ARTICLE THREE  The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware (DGCL).  ARTICLE FOUR  The total number of shares which the Corporation shall
have the authority to issue is One Thousand (1,000) shares, all of which shall
be shares of Common Stock, with a par value of $0.01 (One Cent) per share.  ARTICLE FIVE  The directors shall have the power to adopt, amend or
repeal By-Laws, except as may be otherwise be provided in the By-Laws.  ARTICLE SIX  The Corporation expressly elects not to be governed by
Section 203 of the DGCL.  ARTICLE SEVEN  Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of the Corporation or any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation
under the provisions of Section 291 of Title 8 of the DGCL or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8


of the DGCL, order a
meeting of the creditors or class of creditors, and/or the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the Corporation
as a consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders, or class of stockholders,
of the Corporation, as the case may be, and also on this Corporation.  ARTICLE
EIGHT  Section 1. Nature of Indemnity. 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 of whom he 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, fiduciary, 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 in an official capacity as a director, officer, employee,
fiduciary or agent or in any other capacity while serving as a director,
officer, employee, fiduciary or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent which it is empowered to do so by the
DGCL, 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, liability
and loss (including attorneys fees actually and reasonably incurred by such
person in connection with such proceeding and such indemnification shall inure
to the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in Section 2 of this Article Eight, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding initiated by such person only if such proceeding
was authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article Eight shall be a contract right and,
subject to Sections 2 and 5 of this Article Eight, shall include the right to
payment by the Corporation of the expenses incurred in defending any such
proceeding in advance of its final disposition. The Corporation may, by action
of the 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.  Section 2. Procedure for Indemnification of
Directors and Officers. Any indemnification of a director or officer of the
Corporation under Section 1 of this Article Eight or advance of expenses under
Section 5 of this Article Eight shall be made promptly, and in any event within
30 days, upon the written request of the director or officer. If a
determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Article Eight is required, and the Corporation
fails to respond within sixty days to a written request for indemnity, the
Corporation shall be deemed to have approved the request. If the Corporation
denies a written request for indemnification or advancing of expenses, in whole
or in part, or if


payment in full pursuant
to such request is not made within 30 days, the right to indemnification or
advances as granted by this Article Eight shall be enforceable by the director
or officer in any court of competent jurisdiction. Such persons costs and
expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
such defense shall be on the Corporation. Neither the failure of the
Corporation (including the Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
DGCL, 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 of conduct.  Section 3. Nonexclusivity of Article Eight.The
rights to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article Eight
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.  Section 4. Insurance. The Corporation may
purchase and maintain insurance on its own behalf and on behalf of any person
who is or was a director, officer, employee, fiduciary, or agent of the
Corporation or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, whether or not the Corporation
would have the power to indemnify such person against such liability under this
Article Eight.  Section 5. Expenses.Expenses incurred by any
person described in Section 1 of this Article Eight in defending a proceeding
shall be paid by the Corporation in advance of such proceedings final
disposition unless otherwise determined by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.  Section 6. Employees and Agents.Persons who
are not covered by the foregoing provisions of this Article Eight and who are
or were employees or agents of the Corporation, or who are or were serving at
the request of the Corporation as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, may be indemnified to
the extent authorized at any time or from time to time by the Board of
Directors.


Section 7. Contract Rights.The provisions of
this Article Eight shall be deemed to be a contract right between the
Corporation and each director or officer who serves in any such capacity at any
time while this Article Eight and the relevant provisions of the DGCL or other
applicable law are in effect, and any repeal or modification of this Article
Eight or any such law shall not affect any rights or obligations then existing
with respect to any state of facts or proceeding then existing.  Section 8. Merger or Consolidation. For
purposes of this Article Eight, references to the Corporation shall include,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this Article Eight with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.  ARTICLE NINE  The Corporation hereby eliminates, to the fullest
extent permitted by law (as contemplated by Section 102(b)(7) of the DGCL) the
personal liability of any person who serves as a director of the Corporation to
the Corporation and/or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this Article 10 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 DGCL; or (iv) for any
transaction from which the director derived an improper personal benefit;
provided further, however, that if in the future the DGCL is amended or
modified (including, but not limited to, Section 102(a)(7)) to permit the
elimination of the personal liability of a director of the Corporation to a
greater extent than contemplated above, then the provisions of this Article
Nine shall be deemed to be automatically amended to provide for the elimination
of the personal liability of the directors of the Corporation to such greater
extent. This Article Nine shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date when this Article
Nine becomes effective.  ARTICLE TEN  The Corporation reserves the right to amend or repeal
any provisions contained in this Certificate of Incorporation from time to time
and at any time in the manner now or hereafter prescribed by the laws of the
State of Delaware, and all rights conferred upon stockholders and directors are
granted subject to such reservation.