<PAGE>
                                                                    EXHIBIT 4.2


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 SYMBION, INC.


         The undersigned, Richard E. Francis, Jr., does hereby certify:

         A.       I am the duly elected and acting Chief Executive Officer of
Symbion, Inc., a Delaware corporation (the "Corporation").

         B.       The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State on September 12, 2002.

         C.       Article 4(a) of the Certificate of Incorporation is hereby
amended by adding the following:

                  On the effective date of this Amendment (the "Effective
         Date") all issued and outstanding shares of Common Stock ("Old Common
         Stock") shall automatically, without further action on the part of the
         Corporation or any holder of Old Common Stock, be and hereby are
         automatically combined and reclassified (the "Reverse Stock Split") as
         follows: each 4.4303 shares of Old Common Stock shall be combined and
         reclassified as one share of issued and outstanding Common Stock ("New
         Common Stock"). The Corporation shall not issue fractional shares on
         account of the Reverse Stock Split. Instead, the Corporation will
         redeem any fractional shares that result from the Reverse Stock Split
         at a price per share equal to $15.00.

                  Each holder of a certificate or certificates which
         immediately prior to the Effective Date represented outstanding shares
         of Old Common Stock shall be entitled to receive upon surrender of
         such Old Common Stock certificates to the Corporation for
         cancellation, a certificate or certificates representing the number of
         whole shares of New Common Stock into which such former shares of Old
         Common Stock formerly represented by such old certificates so
         surrendered, are reclassified under the terms hereof. From and after
         the Effective Date, certificates representing shares of Old Common
         Stock are hereby canceled and shall represent only the right of
         holders thereof to receive New Common Stock.

                  From and after the Effective Date, the term "New Common
         Stock" as used in this Section 4(a) shall mean Common Stock as
         provided in the Certificate of Incorporation.


<PAGE>
         D.       Except as set forth hereinabove, all other provisions of the
Corporation's Certificate of Incorporation shall remain as set forth in the
Certificate of Incorporation as it now exists.

         E.       This Certificate of Amendment was duly adopted by the
Corporation's board of directors and stockholders in accordance with Section
242 of the Delaware General Corporation Law.

         F.       This Certificate of Amendment is to be effective when filed
with the Secretary of State.


                                       2
<PAGE>
         IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to be executed this 6th day of February, 2004.


                                        SYMBION, INC.

                                        /s/ Richard E. Francis, Jr.
                                        ---------------------------------------
                                        Richard E. Francis, Jr.
                                        Chairman and Chief Executive Officer


                                       3