<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex3_1.txt
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   EXHIBIT 3.1


                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                          BIO-RAD LABORATORIES, INC.
                           (a Delaware Corporation)

        The original Certificate of Incorporation of the corporation was filed
   with the Secretary of State of Delaware on March 10, 1975 and a restated
   Certificate of Incorporation was filed on April 25, 1989.  The following
   Restated Certificate of Incorporation (the Restated Certificate) has been
   duly adopted by the Board of Directors and the Stockholders pursuant to
   Sections 242 and 245 of the Delaware General Corporation Law.

        1. The name of the corporation is BIO-RAD LABORATORIES, INC.

        2. The address of its registered office in the State of Delaware is
    Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
    County of New Castle.  The name of its registered agent at such address
    is The Corporation Trust Company.

        3. The nature of the business or purposes to be conducted or
    promoted is:

      Specifically, to engage in the research, development, manufacture
    and marketing of chemicals, chemical compounds and products and
    related instruments and apparatus.

      Generally to conduct and carry on the business of manufacturing, selling
   and distributing chemicals, chemical preparations, compounds, and materials
   of every kind and description and all instruments, apparatus, articles and
   products related thereto; and to purchase, manufacture, produce, refine,
   mine or otherwise acquire, invest in, own, hold, use, mortgage, pledge,sell,
   assign, transfer, or otherwise dispose of, trade and deal in and with, any
   and all kinds of chemicals and source materials, ingredients, mixtures,
   derivatives, and compounds thereof, and any and all kinds of products of
   which any of the foregoing constitutes an ingredient or in the production of
   which any of the foregoing is used, including, without limitation,
   industrial chemicals of all kinds.

      To engage in any lawful act or activity for which corporations may be
   organized under the General Corporation Law of Delaware.

        4. (a)The total number of shares of all classes of stock which the
   corporation shall be authorized to issue is 77,500,000 shares, divided into
   three classes of shares of stock as follows: 50,000,000 shares of Class A
   Common Stock, par value $0.0001 per share (Class A Common), 20,000,000
   shares of Class B Common Stock, par value $0.0001 per share (Class B
   Common), and 7,500,000 shares of Preferred Stock, par value $0.0001 per
   share (Preferred Stock).

          (b) Except as set forth in this Article 4.(b), the Class A Common
   shares and Class B Common shares shall be identical in all respects and
   shall have equal rights and privileges.

               A. Dividends.

                (1)  Subject to paragraph (2) of this paragraph A, whenever
   a dividend is paid to holders of Class B Common shares, the corporation
   shall also pay to holders of Class A Common shares a dividend at least equal
   in amount per share.  The corporation may pay dividends to holders of Class
   A Common shares in excess of dividends paid, or without paying dividends, to
   holders of Class B Common shares.

   <PAGE>

                (2)  If at any time a dividend is to be paid in Class B Common
   shares or Class A Common shares (a Stock Dividend), such Stock Dividend
   may be declared and paid only as follows:

                    (i)So long as no Class A Common shares have been issued or
   are outstanding, Class A Common shares may be paid to holders of Class B
   Common shares; or

                    (ii) Class A Common shares may be paid to holders of
   Class A Common shares and Class B Common shares may be paid to holders of
   Class B Common shares.

   Whenever a Stock Dividend is paid, the same number of shares shall be paid
   in respect of each outstanding Class A or Class B Common share.  The
   corporation shall not combine or subdivide shares of either of such classes
   without at the same time making a proportionate combination or subdivision
   of shares of the other of such classes.

               B.  Voting.  The holders of Class B Common shares shall have
   exclusive voting power except as may be provided to holders of the Preferred
   shares pursuant to Article 4.(c) of this Restated Certificate and except as
   follows:

                (1) With respect to the election of directors, the holders of
   Class A Common shares voting as a separate class shall be entitled to elect
   that number of directors which constitutes twenty-five percent of the
   authorized number of members of the Board of Directors and, if such twenty-
   five percent is not a whole number, then the holders of Class A Common
   shares shall be entitled to elect the nearest higher whole number of
   directors that is at least twenty-five percent of such membership.  Holders
   of Class B Common shares voting as a separate class, subject to voting
   rights that may be granted to holders of Preferred shares pursuant to
   Article 4.(c) of this Restated Certificate shall be entitled to elect the
   remaining directors.  Unless, and 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.

                (2) The holders of Class A Common shares shall be entitled to
   vote as a separate class on the removal, with or without cause, of any
   director elected by the holders of Class A Common shares and the holders of
   Class B Common shares (subject to voting rights of Preferred shares granted
   pursuant to Article 4.(c) of this Restated Certificate) shall be entitled to
   vote as a separate class on the removal, with or without cause, of any
   director elected by the holders of Class B Common shares; provided that any
   director may be removed for cause by vote of the holders of the Class A and
   Class B Common shares voting as a single class, in which event the holders
   of Class A Common shares shall have one-tenth vote per share and the holders
   of Class B Common shares shall have one vote per share.

               (3) The holders of the Class A Common shares and the holders of
   the Class B Common shares shall be entitled to vote as separate classes on
   such other matters as may be required by law or this Restated Certificate to
   be submitted to such holders voting as separate classes.

               (4) The holders of Class A and Class B Common shares shall in
   all matters not specified in paragraph (1), (2) or (3) of this paragraph B
   vote together as a single class (subject to voting rights that may be
   granted to any holders of Preferred shares pursuant to Article 4.(c) of
   this Restated Certificate); provided that the holders of Class A Common
   shares shall have one-tenth of a vote for each share and the holders of
   Class B Common shares shall have one vote for each share.

               (5) Any vacancy in the office of a director elected by the
   holders of the Class A Common shares may be filled by a vote of such holders
   voting as a separate class and any vacancy in the office of a director
   elected by the holders of the Class B Common shares may be filled by a vote
   of such holders voting as a separate class (subject to voting rights of the
   Preferred shares granted pursuant to  Article 4.(c) of this Restated

                                       2
<PAGE>

   Certificate)  and, in the absence of a stockholder vote, in the case of a
   vacancy in the office of a director elected by either class, such vacancy
   may be filled by the remaining directors as provided in the by-laws.  Any
   director elected by the Board of Directors to fill a vacancy shall serve
   until the next annual meeting of the stockholders and until his or her
   successor has been chosen and has qualified.  If permitted by the by-laws,
   the Board of Directors may increase the number of directors, and any newly
   created directorships so created may be filled by the Board of Directors;
   provided that, so long as the holders of Class A Common shares have the
   rights provided in paragraphs B.(1) and B.(5) of this Article 4.(b) in
   respect of the next previous annual meeting of stockholders, the Board of
   Directors may be so enlarged by the Board of Directors only to the extent
   that at least twenty-five percent of the enlarged Board consists of
   directors elected (a) by the holders of the Class A Common shares, (b) by
   persons appointed to fill vacancies created by the death, resignation or
   removal of persons elected by the holders of the Class A Common shares,
   (c) by directors elected by the holders of the Class A Common shares, or
   (d) by persons elected to fill newly created directorships in the manner
   provided by clauses (a), (b) or (c) above.


                (6) The Class A Common shares will not have the rights to elect
   directors set forth in paragraphs B.(1) and B.(5) of this Article 4.(b)
   if, on the record date for any stockholder meeting at which directors are to
   be elected, the number of issued and outstanding Class A Common shares is
   less than ten percent of the aggregate number of issued and outstanding
   Class A Common shares and Class B Common shares.  In such case, all
   directors to be elected at such meeting shall be elected by holders of Class
   A Common shares and Class B Common shares voting together as a single class
   (subject to voting rights that may be granted to any holders of Preferred
   shares pursuant to Article 4.(c) of this Restated Certificate); provided
   that, with respect to said election, the holders of Class A Common shares
   hall have one-tenth of a vote for each share and the holders of Class B
   Common shares shall have one vote for each share.

                (7) Notwithstanding anything in this paragraph B to the
   contrary,the holders of Class A Common shares shall have exclusive voting
   power on all matters, except as may be provided to holders of the Preferred
   shares pursuant to Article 4.(c) of this Restated Certificate, at any time
   when no Class B Common shares are issued and outstanding.

               C. Conversion.  Each holder of record of Class B Common shares
   may at any time or from time to time, in such holders sole discretion and
   at such holders option, convert any whole number or all of such holders
   Class B Common shares into fully paid and non-assessable Class A Common
   shares at the rate (subject to adjustment as hereinafter provided) of one
   Class A Common share for each Class B Common share surrendered for
   conversion. Any such conversion may be effected by any holder of Class B
   Common shares surrendering such holders certificate or certificates for
   the Class B Common shares to be converted, duly endorsed, at the office
   of the corporation or any transfer agent for the Class B Common shares,
   together with a written notice to the corporation at such office that such
   holder elects to convert all or a specified number of Class B Common shares
   and stating the name or names in which such holder desires the certificate
   or certificates for such Class A Common shares to be issued.  Promptly
   thereafter, the corporation shall issue and deliver to such holder or such
   holders nominee or nominees, a certificate or certificates for the number
   of Class A Common shares to which such holder shall be entitled as
   aforesaid. Such conversion shall be deemed to have been made at the close of
   business on the date of such surrender and the person or persons entitled to
   receive the Class A Common shares issuable on such conversion shall be
   treated for all purposes as the record holder or holders of such Class A
   Common shares on that date.

      The number of Class A Common shares into which the Class B Common shares
   may be converted shall be subject to adjustment from time to time in the
   event of any capital reorganization, reclassification of the stock of the
   corporation, consolidation or merger of the corporation with or into another
   corporation or sale or conveyance of all or substantially all of the assets
   of the corporation to another corporation or other entity or person. Each
   Class B Common share shall thereafter be convertible into such kind and
   amount of securities or other assets, or both, as are issuable or
   distributable in respect of the number of Class A Common shares into which
   each Class B Common share is convertible immediately prior to such
   reorganization, reclassification, consolidation, merger, sale or

                                       3
<PAGE>


   conveyance.  In any such case, appropriate adjustments shall be made by the
   Board of Directors of the corporation in the application of the provisions
   herein set forth with respect to the rights and interests thereafter of the
   holders of Class B Common shares, to the end that the provisions set forth
   herein (including provisions for adjustment of the conversion rate) shall
   thereafter be applicable, as nearly as reasonably may be, in relation to any
   securities or other assets thereafter deliverable on conversion of the Class
   B Common shares.

       No fraction of a Class A Common share shall be issued on
   conversion of any Class B Common share but, in lieu thereof, the corporation
   shall pay in cash therefor the pro rata fair market value of any such
   fraction. Such fair market value shall be based, in the case of publicly
   traded securities, on the last sale price for such securities on the
   business day next prior to the date such fair market value is to be
   determined (or, in the event no sale is made on that day, the average of the
   closing bid and asked prices for that day on the principal stock exchange on
   which Class A Common shares are traded or, if the Class A Common shares are
   not then listed on any national securities exchange, the average of the
   closing bid and asked prices for that day quoted by the NASDAQ System) or,
   in the case of other property, the fair market value on such day determined
   by a qualified independent appraiser expert in evaluating such property and
   appointed by the Board of Directors of the corporation.  Any such
   determination of fair market value shall be final and binding on the
   corporation and on each holder of Class B Common shares or Class A Common
   shares.

       The corporation shall at all times reserve and keep available out of the
   authorized and unissued Class A Common shares, solely for the purpose of
   effecting the conversion of the outstanding Class B Common shares, such
   number of Class A Common shares as shall from time to time be sufficient to
   effect the conversion of all outstanding Class B Common shares and if, at
   any time, the number of authorized and unissued Class A Common shares shall
   not be sufficient to effect conversion of the then outstanding Class B
   Common shares, the corporation shall take such corporate action as may be
   necessary to increase the number of authorized and unissued Class A Common
   shares to such number as shall be sufficient for such purposes.

          (c) The Preferred shares may be issued from time to time in one or
   more series.  The Board of Directors is hereby authorized to fix or alter
   the designations, preferences, and relative, participating, optional or
   other special rights, and qualifications, limitations or restrictions, of
   such Preferred shares, including without limitation of the generality of
   the foregoing, dividend rights, dividend rates, conversion rights, voting
   rights, rights and terms of redemption (including sinking fund provisions),
   the redemption price or prices and liquidation preferences of any wholly
   unissued series of Preferred shares, and the number of shares constituting
   any such series and the designation thereof, or any of them; and to increase
   or decrease the number of shares of that series, but not below the number of
   shares of such series then outstanding.  In case the number of shares of any
   series shall be so decreased, the shares constituting such decrease shall
   resume the status which they had prior to the adoption of the resolution
   originally fixing the number of shares of such series.

        5. The corporation is to have perpetual existence.

        6. In furtherance and not in limitation of the powers conferred by
   statute, the Board of Directors is expressly authorized to make, alter or
   repeal the by-laws of the corporation.

        7. A director of the corporation shall not be personally liable to the
   corporation or any stockholder for monetary damages for breach of fiduciary
   duty as a director, except for liability (i) for any breach of the
   directors duty of loyalty to the corporation or its stockholders, (ii) for
   acts or omissions not in good faith or which involve intentional misconduct
   or a knowing violation of law, (iii) under section 174 of the Delaware
   General Corporation Law, or (iv) for any transaction from which the director
   derived an improper personal benefit.  If the Delaware General Corporation
   Law is amended after approval by the stockholders of this Article 7 to
   authorize corporate action further eliminating or limiting the personal
   liability of directors, then the liability of a director of the corporation

                                       4
   <page>

   shall be eliminated or limited to the fullest extent permitted by the
   Delaware General Corporation Law, as so amended.  Any repeal or modification
   of any provision of this Article 7 by the stockholders of the corporation
   shall not adversely affect any right or protection of a director of the
   corporation existing at the time of such repeal or modification.

        8. The corporation reserves the right at any time, and from time to
   time, to amend, alter, change or repeal any provision contained in this
   Restated Certificate of Incorporation, and other provisions authorized by
   the laws of the State of Delaware at the time in force may be added or
   inserted, in the manner now or hereafter prescribed by law; and all rights,
   preferences and privileges of whatsoever nature conferred upon stockholders,
   directors or any other persons whomsoever by and pursuant to this Restated
   Certificate of Incorporation in its present form or as hereafter amended are
   granted subject to the rights reserved in this article.


       IN WITNESS WHEREOF, the undersigned have executed this certificate as of
   February 5, 2002.

                               /s/David Schwartz, President




                               /s/Sanford S. Wadler, Secretary


   The undersigned, the President and Secretary of Bio-Rad Laboratories, Inc.,
   a Delaware corporation, declare under penalty of perjury that the matters
   set out in the foregoing Restated Certificate of Incorporation are true of
   their own knowledge.



                               /s/David Schwartz, President




                               /s/Sanford S. Wadler, Secretary








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