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   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS                                             EXHIBIT 3.1
FILED 09:0 AM 06/04/1996
  960161428 - 2124562

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       SAFEGUARD HEALTH ENTERPRISES, INC.

                            (A DELAWARE CORPORATION)

      THE UNDERSIGNED, Steven J. Baileys, D.D.S., and Ronald I. Brendzel, do 
hereby certify that: 

      1.    They are the President and Secretary, respectively, of Safeguard 
Health Enterprises, Inc. a Delaware corporation (the "Corporation"):

      2.    The Corporation was originally incorporated in Delaware under the 
name "SFGD REINCORPORATION COMPANY" pursuant to a Certificate of Incorporation 
filed with the Delaware Secretary of State on April 27, 1987;

      3.    The Corporation's Certificate of Incorporation, as amended, is 
hereby amended and restated in its entirety by the Restated Certificate of 
Incorporation of Safeguard Health Enterprises, Inc., attached hereto as Exhibit 
A, and incorporated herein by this reference (Exhibit A and this certificate 
are collectively referred to as the "Restated Certificate"); and

      4.    The Restated Certificate was duly adopted by the Board of Directors 
of the Corporation on March 22, 1996, and approved by the holders of 62.7 
percent of the outstanding shares of stock of each class entitled to vote and 
voting thereon on May 22, 1996, in accordance with the requirements of Sections 
242 and 245 of the Delaware General Corporation Law.

      IN WITNESS WHEREOF, the undersigned have signed this certificate this 
22nd day of May 1996, and hereby do affirm and acknowledge under penalty of 
perjury that the filing of the Restated Certificate of Incorporation is the act 
and deed of the Corporation.


                                       /s/ STEVEN J. BAILEYS, D.D.S.
                                       ----------------------------------------
                                           STEVEN J. BAILEYS, D.D.S.
                                           President


                                       /s/ RONALD I. BRENDZEL
                                       ----------------------------------------
                                           RONALD I. BRENDZEL
                                           Secretary





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                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       SAFEGUARD HEALTH ENTERPRISES, INC.

      FIRST. the name of the corporation is Safeguard Health Enterprises, Inc.

      SECOND. 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.

      THIRD. The nature of the business or purposes to be conducted or promoted 
is to engage in any lawful act or activity for which corporations may be now or 
hereafter organized under the General Corporation Law of Delaware.

      FOURTH. The total number of shares of stock which the corporation shall 
have authority to issue is Thirty-one Million (31,000,000), of which Thirty 
Million (30,000,000) shares are Common Stock and One Million (1,000,000) shares 
are Preferred Stock, and the par value of each such share is one cent ($.01), 
amounting in the aggregate to Three Hundred Ten Thousand Dollars ($310,000).

      The Board of Directors is authorized subject to limitations prescribed by 
law and the provisions of this Article FOURTH, to provide for the issuance of 
the shares of Preferred Stock in one or more series, and by filing a 
certificate pursuant to the applicable law of the State of Delaware, to 
establish from time to time the number of shares to be included in any such 
series, and to determine or alter the designation, powers, preferences and 
rights of the shares of each wholly unissued series and the qualifications, 
limitations or restrictions thereof.

      Within the limits and restrictions, if any, stated in any resolution of
the Board of Directors originally fixing the number of shares constituting any
series, the Board of Directors is authorized to increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any series subsequent to the issue of shares of such series. Except as
otherwise provided for in this Certificate of Incorporation, 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.

      The authority of the Board with respect to each series shall include, but 
not be limited to, determination of the following:

      (a)   The number of shares constituting that series and the distinctive 
designation of that series;


                                   Exhibit A

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     (b)  The dividend rate of the shares of that series, whether dividends 
shall be cumulative, and, if so, from which date or dates, and the relative 
rights or priority, if any, of payment of dividends on shares of that series;

     (c)  Whether that series shall have voting rights, in addition to the 
voting rights provided by law, and, if so, the terms of such voting rights;

     (d)  Whether that series shall have conversion privileges, and, if so, the 
terms and conditions of such conversion, including provision for adjustment of 
the conversion rate in such events as the Board of Directors shall determine;

     (e)  Whether or not the shares of that series shall be redeemable, and, if 
so, the terms and conditions of such redemption, including the date or dates 
upon or after which they shall be redeemable, and the amount per share payable 
in case of redemption, which amount may vary under different conditions and at 
different redemption rate;

     (f)  Whether that series shall have a sinking fund for the redemption or 
purchase of shares of that series, and if so, the terms and amount of such 
sinking fund;

     (g)  The rights of the shares of that series in the event of voluntary or 
involuntary liquidation, dissolution or winding up of the corporation, and the 
relative rights of priority, if any, of payment of shares of that series;

     (h)  Any other relative rights, preferences and limitations of that series.

     Dividends on outstanding shares of Preferred Stock shall be paid or 
declared and set apart for payment before any dividends shall be paid or 
declared and set apart for payment on the common shares with respect to the 
same dividend period.

     If upon any voluntary or involuntary liquidation, dissolution or winding 
up of the corporation, the assets available for distribution to holders of 
shares of Preferred Stock of all series shall be sufficient to pay such holders 
the full preferential amount to which they are entitled, then such assets shall 
be distributed ratably among the shares of all series of Preferred Stock in 
accordance with the respective preferential amounts (including unpaid 
cumulative dividends, if any) payable with respect thereto.

     FIFTH. In furtherance and not in limitation of powers conferred by 
statute, the Board of Directors is expressly authorized to make, repeal, alter, 
amend, and rescind from time to time any or all of the bylaws of the 
corporation; provided, however, any bylaw amendment adopted by the Board of 
Directors increasing or reducing the authorized number of directors or 
otherwise amending or altering the classified nature of the Board of Directors, 
shall require a resolution adopted by the affirmative vote of not less than 
seventy-five (75%) percent of the directors. In addition, new bylaws may be 
adopted or the bylaws may be amended or repealed by a vote of not less than 
sixty-six and two-thirds (66 2/3%) percent of the outstanding stock of the 
corporation entitled to vote thereon.

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          SIXTH. (a)     The number of directors which shall constitute the
whole Board of Directors of this corporation shall be as specified in the bylaws
of this corporation, subject to the provisions of Article FIFTH hereof and this
Article SIXTH.

          (b)  The Board of Directors shall be and is divided into three
classes: Class I, Class II and Class III, which shall be as nearly equal in
number as possible. Each director shall serve for a term ending on the date of
the third annual meeting of stockholders following the annual meeting at which
the director was elected; provided, however, that each initial director in Class
I shall hold office until the annual meeting of stockholders in 1988; each
initial director in Class II shall hold office until the annual meeting of
stockholders in 1989; and each initial director in Class III shall hold office
until the annual meeting of stockholders in 1990. Notwithstanding the foregoing
provisions of this Article, each director shall serve until his successor is
duly elected and qualified or until his death, resignation or removal.

          (c)  In the event of any increase or decrease in the authorized number
of directors, (i) each director then serving as such shall nevertheless continue
as a director of the class of which he is a member until the expiration of his
current term, or his earlier resignation, removal from office or death, and (ii)
the newly created or eliminated directorship resulting from such increase or
decrease shall be apportioned by the Board of Directors among the three classes
of directors so as to maintain such classes as nearly equal as possible.

          SEVENTH. No action shall be taken by the stockholders except at an
annual or special meeting of stockholders. No action shall be taken by
stockholders by written consent.

          EIGHTH. Special meetings of the stockholders of this Corporation for
any purpose or purposes may be called at any time only by the Chairman of this
Board of Directors, by a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in the bylaws of this Corporation,
include the power to call such meetings, or by the holder or holders of not less
than ten (10%) percent of this Corporation's outstanding voting securities.

          NINTH. The affirmative vote of the holders of not less than sixty-six
and two-thirds (66 2/3%) percent of the outstanding voting stock of the
Corporation shall be required for the approval or authorization of any: (i)
merger or consolidation of the Corporation with or into any other corporation;
or (ii) sale, lease, exchange or other disposition of all or substantially all
of the assets of the Corporation to or with any other corporation, person or
other entity; provided, however, that such sixty-six and two-thirds (66 2/3%)
percent voting requirement shall not be applicable if the Board of Directors of
the Corporation shall have approved such transaction in clause (i) or (ii) by a
resolution adopted by at least eighty (80%) percent of the members of the Board
of Directors. The provisions set forth in this Article NINTH may not be repealed
or amended in any respect unless such repeal or amendment is approved by the
affirmative vote of not less than sixty-six and two-thirds (66 2/3%) percent of
the total voting power of all outstanding shares of stock in this Corporation
entitled to vote thereon.

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            TENTH. 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 statute, and all rights conferred on
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in Articles FIFTH, SIXTH, SEVENTH, EIGHTH,
and this Article TENTH may not be repealed or amended in any respect unless such
repeal or amendment is approved by the affirmative vote of not less than
sixty-six and two-thirds (66 2/3%) percent of the total voting power of all
outstanding shares of stock in this Corporation entitled to vote thereon.

            ELEVENTH. A Director of the Corporation shall not be personally
liable to the Corporation, or its stockholders for monetary damages for breach
of fiduciary duty as a Director, except for liability (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 Delaware General
Corporation Law, as the same exists or hereafter may be amended or (iv) for any
transaction from which the Director derived any improper personal benefit. If
the Delaware General Corporation Law is hereafter amended to authorize, with the
approval of a corporation's stockholders, further eliminations or reductions in
the liability of the corporation's directors for breach of fiduciary duty, then
a Director of the Corporation shall not be liable for any such breach to the
fullest extent permitted by the Delaware General Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this Article ELEVENTH
by the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any right or protection  of a Director of the Corporation
existing at the time of such repeal or modification.

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