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                                                                     EXHIBIT 3.1


                           CERTIFICATE OF AMENDMENT OF

                    RESTATED CERTIFICATE OF INCORPORATION OF

                                  SPECTRX, INC.

         SpectRx, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

1. That the following amendment to Article IV of the Corporation's Restated
Certificate of Incorporation has been duly adopted by the board of directors in
accordance with the provisions of Section 242 of the General Corporation Law:

                  "The Corporation is authorized to issue two classes of stock
         to be designated Common Stock and Preferred Stock. The total number of
         shares of Common Stock, $0.001 par value, which this corporation has
         authority to issue is 15,000,000. The total number of shares of
         Preferred Stock, $0.001 par value, which this corporation has authority
         to issue is 10,870,000. 3,560,000 shares of Preferred Stock are
         designated Series A Preferred Stock ("Series A Preferred"), 3,560,000
         shares of Preferred Stock are designated Series A1 Preferred Stock
         ("Series A1 Preferred"), 1,375,000 shares of Preferred Stock are
         designated Series B Preferred Stock ("Series B Preferred"), 1,375,000
         shares of Preferred Stock are designated Series B1 Preferred Stock
         ("Series B1 Preferred"), 500,000 shares of Preferred Stock are
         designated Series C Preferred Stock ("Series C Preferred") and 500,000
         shares of Preferred Stock are designated Series C1 Preferred Stock
         ("Series C1 Preferred").

                  Upon the filing of this Certificate of Amendment of
         Certificate of Incorporation, each 1.4 outstanding shares of Common
         Stock shall be combined and converted into one share of Common Stock.
         Such stock combination shall be calculated on a certificate by
         certificate basis with fractional shares being rounded up."

2. That the following amendment to Article V(4)(b) of the Corporation's Restated
Certificate of Incorporation has been duly adopted by the board of directors in
accordance with the provisions of Section 242 of the General Corporation Law:

                  "Automatic Conversion. Each share of Preferred Stock shall
         automatically be converted into shares of Common Stock at its then
         effective Conversion Rate immediately upon the closing of a firm
         commitment underwritten public offering pursuant to an effective
         registration statement under the Securities Act of 1933,
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         as amended, covering the offer and sale of Common Stock of which the
         aggregate gross proceeds attributable to sales for the account of the
         Corporation exceed $10,000,000 at an issuance price per share of at
         least $6.00 without regard to any stock splits that may be effected by
         the Board of Directors."

3. The foregoing amendments have been duly approved by the stockholders in
accordance with the provisions of section 242 of the General Corporation Law.

         IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by Mark A. Samuels, its President, and attested by Thomas H. Muller, Jr.,
its Secretary, this 20th day of January, 1997.


                                            SPECTRx, INC.

                                            By:   /s/ Mark A.  Samuels
                                                  ------------------------------
                                                  Mark A. Samuels, President
ATTEST:


/s/ Thomas H.  Muller, Jr.
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Thomas H. Muller, Jr., Secretary


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