AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           COPLEY PHARMACEUTICAL, INC.

                         (Incorporated November 2, 1987)

                                   * * * * * *


      I, Jane  C.I.  Hirsh,  President  and Chief  Executive  Officer  of Copley
Pharmaceutical,  Inc. (the "Corporation"),  a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,  do
hereby certify that the Certificate of Incorporation  of Copley  Pharmaceutical,
Inc., has been amended,  and restated as amended,  in accordance with provisions
of Sections 242 and 245 of the General Corporation Law of the State of Delaware,
and, as amended and restated, is set forth in its entirety as follows:

      FIRST.  The name of the Corporation is Copley Pharmaceutical, Inc., (the 
"Corporation").

      SECOND.  The address of the  registered  office of the  Corporation in the
State of Delaware is 32 Loockerman  Square,  Suite L-100,  in the City of Dover,
County of Kent, Delaware 19901. The name of its registered agent at such address
is Prentice-Hall Corporation System, Inc.

      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
organized under the General Corporation Law of the State of Delaware.

      FOURTH.  The total number of shares of all classes of capital  stock which
the Corporation shall have authority to issue is 33,000,000  shares,  consisting
of  30,000,000  shares of Common  Stock  with a par value of $.01 per share (the
"Common Stock") and 3,000,000 shares of Preferred Stock with a par value of $.01
per share (the "Preferred Stock").

      A description  of the  respective  classes of stock and a statement of the
designations,  preferences, voting powers (or special, preferential or no voting
powers),  relative,   participating,   optional  or  other  special  rights  and
privileges and the qualifications, limitations and restrictions of the Preferred
Stock and Common Stock are as follows:

      A.      COMMON STOCK

      1.      General.  The voting, dividend and liquidation rights of the 
holders of the Common Stock are subject to and qualified bythe rights of holders
of the Preferred Stock.

      2. Dividends.  Dividends may be declared and paid on the Common Stock from
funds  lawfully  available  therefor  as and  when  determined  by the  Board of
Directors  and  subject  to  any  preferential   dividend  rights  of  any  then
outstanding Preferred Stock.

      3.   Dissolution,   Liquidation  or  Winding  Up.  In  the  event  of  any
dissolution,  liquidation  or  winding  up of the  affairs  of the  Corporation,
whether  voluntary or involuntary,  each issued and outstanding  share of Common
Stock shall  entitle the holder  thereof to receive an equal  portion of the net
assets of the Corporation available for distribution to holders of Common Stock,
subject to any preferential rights of any then outstanding Preferred Stock.

      4. Voting Rights.  Except as otherwise required by law or this Amended and
Restated  Certificate of  Incorporation,  each holder of Common Stock shall have
one vote in  respect  of each share of stock held by him or her of record on the
books of the  Corporation  for the  election  of  directors  and on all  matters
submitted  to a vote of  stockholders  of the  Corporation.  Except as otherwise
required by law or provided  herein,  holders of Common Stock will vote together
with holders of the Preferred Stock as a single class, subject to any special or
preferential voting rights of any then outstanding  Preferred Stock. There shall
be no cumulative voting.

      B.      PREFERRED STOCK

      The  Preferred  Stock may be issued in one or more  series at such time or
times and for such  consideration or considerations as the Board of Directors of
the  Corporation  may  determine.  Each  series  shall  be so  designated  as to
distinguish  the shares thereof from the shares of all other series and classes.
Except as otherwise  provided in this  Certificate of  Incorporation,  different
series of Preferred Stock shall not be construed to constitute different classes
of shares for the purpose of voting by classes.

      The Board of Directors is expressly authorized to provide for the issuance
of all or any shares of the undesignated  Preferred Stock in one or more series,
each  with  such   designations,   preferences,   voting   powers  (or  special,
preferential or no voting powers),  relative,  participating,  optional or other
special  rights  and  privileges   and  such   qualifications,   limitations  or
restrictions thereof as shall be stated in the resolution or resolutions adopted
by the Board of  Directors  to create such  series,  and a  certificate  of said
resolution  or  resolutions  shall  be  filed in  accordance  with  the  General
Corporation  Law of the  State  of  Delaware.  The  authority  of the  Board  of
Directors with respect to each such series shall include,  without limitation of
the foregoing,  the right to provide that the shares of each such series may be:
(i)  subject  to  redemption  at such time or times and at such price or prices;
(ii) entitled to receive  dividends (which may be cumulative or  non-cumulative)
at such rates, on such conditions,  and at such times, and payable in preference
to, or in such relation to, the dividends  payable on any other class or classes
or any other series;  (iii) entitled to such rights upon the  dissolution of, or
upon any distribution of the assets of, the corporation;  (iv) convertible into,
or  exchangeable  for,  shares of any other class or classes of stock, or of any
other  series  of the  same or any  other  class  or  classes  of  stock  of the
Corporation  at such price or prices or at such rates of exchange  and with such
adjustments, if any; (v) entitled to the benefit of such limitations, if any, on
the issuance of  additional  shares of such series or shares of any other series
of  Preferred  Stock;  or (vi)  entitled  to  such  other  preferences,  powers,
qualifications,  rights and  privileges,  all as the Board of Directors may deem
advisable  and as are not  inconsistent  with  law and  the  provisions  of this
Certificate of Incorporation.

      FIFTH.  The Corporation is to have perpetual existence.

      SIXTH.  In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

              A.     The Board of Directors of the Corporation is expressly 
authorized to adopt, amend or repeal the By-laws of the Corporation.

              B. The books of the  Corporation  may be kept at such place within
or without the State of Delaware as the By-laws of the  Corporation  may provide
or as may be  designated  from  time to time by the  Board of  Directors  of the
Corporation.

      SEVENTH.  No director (including any advisory director) of the Corporation
shall be personally  liable to the Corporation or its  stockholders for monetary
damages for breach of fiduciary duty as a director notwithstanding any provision
of law imposing such liability;  provided, however, that, to the extent provided
by  applicable  law,  this  provision  shall not  eliminate  the  liability of a
director (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 General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment  to or repeal of this  provision  shall apply to or have any effect on
the  liability  or alleged  liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

      EIGHTH.  The  Corporation  reserves  the  right  to amend  or  repeal  any
provision  contained in this Amended and Restated  Certificate of Incorporation,
and to take  other  corporate  action to the  extent  and in the  manner  now or
hereafter  prescribed by statute,  and all rights  conferred  upon a stockholder
herein are granted subject to this reservation.

      NINTH. This Article is inserted for the management of the business and for
the conduct of the affairs of the Corporation, and it is expressly provided that
it is intended to be in  furtherance  and not in  limitation or exclusion of the
powers conferred by the statutes of the State of Delaware.

      1. Number of Directors. The number of directors which shall constitute the
whole Board of Directors  shall be determined by resolution of a majority of the
Board of  Directors,  but in no event  shall be less than  three.  The number of
directors  may be  decreased  at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the  death,  resignation,  removal or  expiration  of the term of one or more
directors.  The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote in such election.  Directors need
not be stockholders of the Corporation.

      2. Classes of  Directors.  The Board of Directors  shall be and is divided
into three  classes:  Class I, Class II and Class III.  No one class  shall have
more than one director more than any other class.  If a fraction is contained in
the quotient arrived at by dividing the authorized number of directors by three,
then,  if such fraction is one-third,  the extra  director  shall be a member of
Class I and, if such fraction is two-thirds, one of the extra directors shall be
a  member  of Class  II,  unless  otherwise  provided  for from  time to time by
resolution adopted by a majority of the Board of Directors.

      3.  Election of Directors.  Elections of directors  need not be by written
ballot except as and to the extent provided in the By-laws of the Corporation.

      4. Terms of Office.  Each  director  shall  serve for a term ending on the
date of the third  annual  meeting  following  the annual  meeting at which such
director was elected;  provided,  however, that each initial director in Class I
shall serve for a term ending on the date of the annual  meeting next  following
the end of the  Corporation's  fiscal year ending January 31, 1995; each initial
director  in Class II shall  serve for a term  ending on the date of the  annual
meeting next following the end of the  Corporation's  fiscal year ending January
31, 1994;  and each initial  director in Class III shall serve for a term ending
on the date of the annual  meeting next  following the end of the  Corporation's
fiscal year ending January 31, 1993.

      5.  Allocation  of  Directors  Among  Classes in the Event of Increases or
Decreases in the Number of  Directors.  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  director of the class of which he or she is a
member  until  the  expiration  of his or her  current  term or his or her prior
death,  retirement  or  resignation  and (ii) the newly  created  or  eliminated
directorships  resulting  from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible,  consistent with the foregoing  rule, any newly created  directorships
shall be added to those  classes  whose  terms of  office  are to  expire at the
latest dates following such allocation,  and any newly eliminated  directorships
shall be  subtracted  from those  classes whose terms of office are to expire at
the earliest dates following such allocation, unless otherwise provided for from
time to time by  resolution  adopted  by a  majority  of the  directors  then in
office, although less than a quorum.

      6.  Tenure.  Notwithstanding  any  provisions  to the  contrary  contained
herein,  each  director  shall hold office until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal.

      7. Vacancies.  Any vacancy in the Board of Directors,  however  occurring,
including a vacancy resulting from an enlargement of the Board of Directors, may
be filled only by vote of a majority of the directors  then in office,  although
less than a quorum, or by a sole remaining director.  A director elected to fill
a vacancy shall be elected for the unexpired  term of his or her  predecessor in
office, if applicable,  and a director chosen to fill a position  resulting from
an increase in the number of directors shall hold office until the next election
of the class for which such director shall have been chosen and until his or her
successor  is  elected  and  qualified,  or  until  his  or her  earlier  death,
resignation or removal.

      8. Quorum.  A majority of the total number of the whole Board of Directors
shall  constitute  a quorum at all  meetings of the Board of  Directors.  In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the  required  quorum  shall be  reduced by one for each such  director  so
disqualified; provided, however, that in no case shall less than one-third (1/3)
of the number so fixed  constitute  a quorum.  In the absence of a quorum at any
such meeting,  a majority of the directors  present may adjourn the meeting from
time to time  without  further  notice other than  announcement  at the meeting,
until a quorum shall be present.

      9. Action at Meeting.  At any meeting of the Board of Directors at which a
quorum is present,  the vote of a majority of those  present shall be sufficient
to  take  any  action,  unless  a  different  vote  is  specified  by law or the
Corporation's Amended and Restated Certificate of Incorporation or By-laws.

      10.  Removal.  Any  one or  more or all of the  directors  may be  removed
without  cause by the  holders  of at least  seventy-five  percent  (75%) of the
shares then entitled to vote at an election of directors. Any one or more or all
of the  directors  may be removed with cause by the holders of a majority of the
shares  then  entitled to vote at an election  of  directors,  unless  otherwise
specified by law.

      11.  Stockholder  Nominations and  Introduction of Business,  Etc. Advance
notice of stockholder  nominations  for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided in the By-laws of the Corporation.

      12.  Amendments to Article.  Notwithstanding  any other provisions of law,
this Amended and Restated  Certificate  of  Incorporation  or the  Corporation's
By-Laws,  and notwithstanding the fact that a lesser percentage may be specified
by law, the  affirmative  vote of the holders of at least  seventy-five  percent
(75%) of the votes which all the  stockholders  would be entitled to cast at any
annual election of directors or class of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Article NINTH.

      TENTH. After the closing of an initial public offering by the Corporation,
the  Stockholders  of the Corporation may not take any action by written consent
in lieu of a meeting.  Notwithstanding  any other provision of law, this Amended
and Restated  Certificate of Incorporation  or the  Corporation's  By-laws,  and
notwithstanding  the fact that a lesser  percentage may be specified by law, the
affirmative  vote of the holders of at least  seventy-five  percent (75%) of the
votes  which  all the  stockholders  would  be  entitled  to cast at any  annual
election  of  directors  or class of  directors  shall be  required  to amend or
repeal, or to adopt any provision inconsistent with, this Article TENTH.

      ELEVENTH.  Special  meetings of stockholders  may be called at any time by
the President,  the Chief  Executive  Officer or the Chairperson of the Board of
Directors.  Business  transacted at any special meeting of stockholders shall be
limited to matters  relating to the purpose or purposes  stated in the notice of
meeting.  Notwithstanding  any other provision of law, this Amended and Restated
Certificate of Incorporation or the Corporation's  By-laws,  and notwithstanding
the fact that a lesser  percentage may be specified by law, the affirmative vote
of the holders of at least seventy-five percent (75%) of the votes which all the
stockholders  would be entitled to cast at any annual  election of  directors or
class of  directors  shall be  required  to amend  or  repeal,  or to adopt  any
provision inconsistent with, this Article ELEVENTH.

      TWELFTH.  The Board of Directors of the  Corporation,  when evaluating any
offer of  another  party (a) to make a tender or  exchange  offer for any equity
security of the Corporation or (b) to effect a business  combination,  shall, in
connection with the exercise of its judgment in determining  what is in the best
interests of the Corporation as whole,  be authorized to give due  consideration
to any  such  factors  as the  Board of  Directors  determines  to be  relevant,
including, without limitation:

              (i) the interests of the Corporation's stockholders, including the
      possibility  that these  interests  might be best served by the  continued
      independence of the corporation;

              (ii) whether the proposed  transaction  might  violate  federal or
state laws;

              (iii) not only the  consideration  being  offered in the  proposed
      transaction,  in  relation  to the  then  current  market  price  for  the
      outstanding capital stock of the Corporation, but also to the market price
      for the  capital  stock of the  Corporation  over a period of  years,  the
      estimated  price  that  might  be  achieved  in a  negotiated  sale of the
      Corporation  as a whole or in part or  through  orderly  liquidation,  the
      premiums  over market price for the  securities of other  corporations  in
      similar  transactions,  current  political,  economic  and  other  factors
      bearing on securities prices and the Corporation's financial condition and
      future prospects; and

              (iv) the  social,  legal  and  economic  effects  upon  employees,
      suppliers,  customers,  creditors and others having similar  relationships
      with the  Corporation,  upon the  communities  in  which  the  Corporation
      conducts  its  business  and upon the  economy  of the  state,  region and
      nation.

In connection with any such evaluation,  the Board of Directors is authorized to
conduct such investigations and engage in such legal proceedings as the Board of
Directors may determine.

      THIRTEENTH.

      1.  Actions,  Suits and  Proceedings  Other than by or in the Right of the
Corporation.  The Corporation  shall indemnify each person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the Corporation),  by
reason of the fact that he or she is or was, or has agreed to become, a director
or officer of the Corporation,  or is or was serving, or has agreed to serve, at
the request of the  Corporation,  as a director,  officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other  enterprise  (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such  capacity,  against all  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred by him her or on his or her behalf in connection  with such
action, suit or proceeding and any appeal therefrom,  if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a manner  which he or she  reasonably  believed  to be in,  or not
opposed to, the best  interests  of the  Corporation,  and,  with respect to any
criminal action or proceeding,  had reasonable  cause to believe that his or her
conduct was unlawful.  Notwithstanding anything to the contrary in this Article,
except as set forth in Section 6 below,  the Corporation  shall not indemnify an
Indemnitee  seeking  indemnification  in connection  with a proceeding  (or part
thereof)  initiated by the Indemnitee unless the initiation thereof was approved
by the Board of Directors of the Corporation.

      2. Actions or Suits by or in the Right of the Corporation. The Corporation
shall indemnify any Indemnitee who was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action or suit by or in the
right of the  Corporation  to procure a  judgment  in its favor by reason of the
fact that he or she is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of
the Corporation,  as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including  any employee  benefit  plan),  or by reason of any action alleged to
have been taken or omitted in such  capacity,  against all  expenses  (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by him or her or on his or her behalf in  connection  with such action,  suit or
proceeding and any appeal  therefrom,  if he or she acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the Corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the Corporation  unless and only to the extent that the
Court of  Chancery  of  Delaware  or the court in which such  action or suit was
brought shall determine upon application that,  despite the adjudication of such
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly  and  reasonably  entitled  to  indemnity  for such  expenses  (including
attorneys'  fees)  which the Court of  Chancery  of Delaware or such other court
shall deem proper.

      3.  Indemnification for Expenses of Successful Party.  Notwithstanding the
other  provisions  of this Article,  to the extent that an  Indemnitee  has been
successful,  on the  merits or  otherwise,  in defense  of any  action,  suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim,  issue or matter  therein,  or on appeal  from any such  action,  suit or
proceeding,  he or she shall be  indemnified  against  all  expenses  (including
attorneys' fees) actually and reasonably incurred by him or her or on his or her
behalf in connection therewith.  Without limiting the foregoing,  if any action,
suit or  proceeding  is disposed  of, on the merits or  otherwise  (including  a
disposition without prejudice), without (i) the disposition being adverse to the
Indemnitee,  (ii)  an  adjudication  that  the  Indemnitee  was  liable  to  the
Corporation,  (iii) a plea of guilty or nolo contendere by the Indemnitee,  (iv)
an adjudication that the Indemnitee did not act in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and (v) with respect to any criminal  proceeding,  an adjudication
that the  Indemnitee  had  reasonable  cause to believe  his or her  conduct was
unlawful, the Indemnitee shall be considered for the purpose hereof to have been
wholly successful with respect thereto.

      4.  Notification and Defense of Claim. As a condition  precedent to his or
her right to be  indemnified,  the  Indemnitee  must notify the  Corporation  in
writing as soon as practicable of any action, suit,  proceeding or investigation
involving him or her for which  indemnity will or could be sought.  With respect
to any action, suit,  proceeding or investigation of which the Corporation is so
notified,  the  Corporation  will be entitled to participate  therein at its own
expense  and/or to assume the  defense  thereof at its own  expense,  with legal
counsel  reasonably  acceptable  to  the  Indemnitee.   After  notice  from  the
Corporation  to the  Indemnitee of its election so to assume such  defense,  the
Corporation  shall  not be  liable  to the  Indemnitee  for any  legal  or other
expenses  subsequently incurred by the Indemnitee in connection with such claim,
other than as provided  below in this Section 4. The  Indemnitee  shall have the
right to employ his or her own counsel in  connection  with such claim,  but the
fees and expenses of such counsel  incurred after notice from the Corporation of
its assumption of the defense  thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the  Indemnitee  has been  authorized by
the Corporation,  (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest  or position on any  significant  issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the  Corporation  shall not in fact  have  employed  counsel  to
assume the defense of such action,  in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise  expressly  provided by this Article.  The Corporation shall not be
entitled,  without the consent of the  Indemnitee,  to assume the defense of any
claim brought by or in the right of the  Corporation  or as to which counsel for
the Indemnitee shall have reasonably made the conclusion  provided for in clause
(ii) above.

      5. Advance of Expenses.  Subject to the provisions of Section 6 below,  in
the event that the Corporation does not assume the defense pursuant to Section 4
of this Article of any action,  suit,  proceeding or  investigation of which the
Corporation   receives  notice  under  this  Article,  any  expenses  (including
attorneys'  fees)  incurred by an  Indemnitee  in  defending a civil or criminal
action, suit,  proceeding or investigation or any appeal therefrom shall be paid
by the Corporation in advance of the final disposition of such matter, provided,
however,  that the payment of such expenses incurred by an Indemnitee in advance
of the final  disposition  of such matter  shall be made only upon receipt of an
undertaking  by or on behalf of the  Indemnitee to repay all amounts so advanced
in the event that it shall  ultimately be determined  that the indemnitee is not
entitled to be  indemnified  by the  Corporation  as authorized in this Article.
Such undertaking may be accepted without  reference to the financial  ability of
such person to make such repayment.

      6. Procedure for  Indemnification.  In order to obtain  indemnification or
advancement  of expenses  pursuant to Section 1, 2, 3 or 5 of this Article,  the
Indemnitee shall submit to the Corporation a written request,  including in such
request such  documentation  and  information as is reasonably  available to the
Indemnitee and is reasonably  necessary to determine  whether and to what extent
the Indemnitee is entitled to  indemnification  or advancement of expenses.  Any
such  indemnification or advancement of expenses shall be made promptly,  and in
any event within 60 days after receipt by the Corporation of the written request
of the  Indemnitee,  unless with respect to requests under Section 1, 2 or 5 the
Corporation  determines,  by clear and convincing  evidence,  within such 60-day
period that the Indemnitee  did not meet the applicable  standard of conduct set
forth in Section 1 or 2, as the case may be. Such determination shall be made in
each  instance  by (a) a  majority  vote of a  quorum  of the  directors  of the
Corporation  consisting  of  persons  who are not at that  time  parties  to the
action, suit or proceeding in question  ("disinterested  directors"),  (b) if no
such  quorum  is  obtainable,  a  majority  vote of a  committee  of two or more
disinterested  directors,  (c) a  majority  vote of a quorum of the  outstanding
shares  of stock of all  classes  entitled  to vote for  directors,  voting as a
single  class,  which quorum shall consist of  stockholders  who are not at that
time parties to the action,  suit or  proceeding  in question,  (d)  independent
legal counsel (who may be regular legal  counsel to the  Corporation),  or (e) a
court of competent jurisdiction.

      7. Remedies.  The right to  indemnification or advances as granted by this
Article  shall be  enforceable  by the  Indemnitee  in any  court  of  competent
jurisdiction if the Corporation denies such request,  in whole or in part, or if
no  disposition  thereof is made within the 60-day  period  referred to above in
Section 6.  Unless  otherwise  provided by law,  the burden of proving  that the
Indemnitee is not entitled to  indemnification  or advancement of expenses under
this Article shall be on the Corporation. Neither the failure of the Corporation
to have made a  determination  prior to the  commencement  of such  action  that
indemnification  is proper in the  circumstances  because the Indemnitee has met
the  applicable  standard  of  conduct,  nor  an  actual  determination  by  the
Corporation  pursuant  to  Section  6 that  the  Indemnitee  has  not  met  such
applicable  standard  of  conduct,  shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable  standard of conduct.
The  Indemnitee's  expenses  (including  attorneys' fees) incurred in connection
with successfully establishing his or her right to indemnification,  in whole or
in part, in any such proceeding shall also be indemnified by the Corporation.

      8.  Subsequent  Amendment.  No  amendment,  termination  or repeal of this
Article or of the  relevant  provisions  of the General  Corporation  Law of the
State of Delaware or any other  applicable  laws shall affect or diminish in any
way the rights of any Indemnitee to indemnification  under the provisions hereof
with respect to any action, suit,  proceeding or investigation arising out of or
relating to any  actions,  transactions  or facts  occurring  prior to the final
adoption of such amendment, termination or repeal.

      9. Other Rights. The  indemnification and advancement of expenses provided
by this  Article  shall not be deemed  exclusive of any other rights to which an
Indemnitee  seeking  indemnification  or advancement of expenses may be entitled
under any law  (common  or  statutory),  agreement  or vote of  stockholders  or
disinterested  directors or otherwise,  both as to action in his or her official
capacity and as to action in any other  capacity  while  holding  office for the
Corporation,  and shall  continue  as to an  Indemnitee  who has  ceased to be a
director  or  officer,  and shall  inure to the  benefit of the  estate,  heirs,
executors  and  administrators  of the  Indemnitee.  Nothing  contained  in this
Article  shall be  deemed  to  prohibit,  and the  Corporation  is  specifically
authorized  to enter into,  agreements  with  officers and  directors  providing
indemnification  rights and  procedures  different  from those set forth in this
Article. In addition, the Corporation may, to the extent authorized from time to
time by its Board of Directors,  grant indemnification rights to other employees
or agents of the  Corporation or other persons  serving the Corporation and such
rights may be  equivalent  to, or greater or less than,  those set forth in this
Article.

      10.  Partial  Indemnification.  If an  Indemnitee  is  entitled  under any
provision of this Article to  indemnification  by the  Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement  actually and reasonably  incurred by him or her or on his or
her behalf in connection with any action, suit,  proceeding or investigation and
any  appeal  therefrom  but not,  however,  for the total  amount  thereof,  the
Corporation shall nevertheless  indemnify the Indemnitee for the portion of such
expenses  (including  attorneys'  fees),  judgments,  fines or  amounts  paid in
settlement to which the Indemnitee is entitled.

      11. Insurance. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise (including any employee benefit plan) against any expense,  liability
or loss  incurred by him or her in any such  capacity,  or arising out of his or
her  status as such,  whether  or not the  Corporation  would  have the power to
indemnify such person against such expense,  liability or loss under the General
Corporation Law of the State of Delaware.

      12.  Merger  or  Consolidation.  If the  Corporation  is  merged  into  or
consolidated  with another  corporation and the Corporation is not the surviving
corporation,  the  surviving  corporation  shall assume the  obligations  of the
Corporation under this Article with respect to any action,  suit,  proceeding or
investigation  arising out of or relating to any actions,  transactions or facts
occurring prior to the date of such merger or consolidation.

      13.  Savings  Clause.  If this  Article  or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each  Indemnitee as to any expenses
(including attorneys' fees), judgments,  fines and amounts paid in settlement in
connection with any action,  suit,  proceeding or investigation,  whether civil,
criminal  or  administrative,  including  an  action  by or in the  right of the
Corporation,  to the fullest extent  permitted by an applicable  portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.

      14.  Definitions.  Terms  used  herein and  defined in Section  145(h) and
Section  145(i) of the General  Corporation  Law of the State of Delaware  shall
have the respective  meanings  assigned to such terms in such Section 145(h) and
Section 145(i).

      15. Subsequent Legislation. If the General Corporation Law of the State of
Delaware  is  amended  after  adoption  of this  Article to expand  further  the
indemnification  permitted to Indemnitees,  then the Corporation shall indemnify
such persons to the fullest extent  permitted by the General  Corporation Law of
the State of Delaware, as so amended.

      IN WITNESS  WHEREOF,  the  undersigned  has  hereunto  signed her name and
affirms that the  statements  made in this Amended and Restated  Certificate  of
Incorporation  are true under the  penalties  of perjury this 13th day of April,
1992.


                                                  ------------------------------
                                                  Jane C.I. Hirsh
                          President and Chief Executive
                                                  Officer


Attest:


-----------------------------
Alan J. Applebaum
Assistant Secretary