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                                                                    EXHIBIT 3.21



                          CERTIFICATE OF INCORPORATION
                                       OF
                           KCI NEW TECHNOLOGIES, INC.


      FIRST:  The name of the corporation is KCI New Technologies, Inc.

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

      THIRD:  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 the State of Delaware.

      FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one million (1,000,000) shares of Common Stock of the
par value of $.001 per share, amounting in the aggregate to one thousand dollars
($1,000).

      FIFTH:  The period of duration of the Corporation is perpetual.

      SIXTH:  The business and affairs of the Corporation shall be managed by
the Board of Directors, and the directors need not be elected by ballot
unless required by the By-Laws of the Corporation.

      SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized to adopt, amend or repeal the By-Laws of the Corporation.

      EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by the laws of the State of Delaware. All
rights herein conferred are granted subject to this reservation.

      NINTH: The corporation shall indemnify to the fullest extent permitted by,
and in the manner permissible under, the laws of the State of Delaware as in
effect from time to time, any person made, or threatened to be made, a party to
an action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Corporation, or served another corporation, partnership, joint venture,
trust or
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other enterprise as a director, officer, employee or agent at the request of the
Corporation, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. The foregoing rights of
indemnification shall not be deemed exclusive of any other rights to which any
such person may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise. The Board of Directors in its discretion
shall have the power on behalf of the Corporation to indemnify similarly any
person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he is or was an employee or agent of the
Corporation. The provisions of this Article Ninth shall be applicable to persons
who have ceased to be directors, officers, employees or agents of the
Corporation and shall inure to the benefit of their heirs, executors and
administrators.

      Pursuant to section 102(b)(7) (or any successor statute) of the General
Corporation Law of the State of Delaware, the personal liability of a director
to the Corporation or the stockholders of the Corporation for monetary damages
for breach of fiduciary duty is hereby eliminated. The terms of the preceding
sentence however 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 the
stockholders of the Corporation, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (or a successor statute) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment or repeal of this paragraph shall apply
to or have effect on the liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

      TENTH:  The incorporator is Robert A. Wehrmeyer, Jr., whose mailing
address is 3440 East Houston Street, San Antonio, Texas 78219.

      The undersigned, being the incorporator hereinbefore named, for the
purposes of organizing a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this certificate, hereby declaring and
certifying that this is his act and deed and the facts herein stated are true,
and accordingly has hereunto set his hand this 23rd day of October, 1991.



                                    /s/ Robert A. Wehrmeyer, Jr.
                                    ------------------------------------
                                    Robert A. Wehrmeyer, Jr.


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