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Exhibit
3.1
  RESTATED CERTIFICATE OF INCORPORATION
OF
COMPREHENSIVE CARE CORPORATION
 (ORIGINALLY INCORPORATED UNDER THE
NAME NEURO-PSYCHIATRIC & HEALTH SERVICES, INC.)
(ORIGINAL CERTIFICATE OF INCORPORATION FILED JANUARY 28, 1969)
          1.
    
    Except as otherwise provided in the resolution or resolutions of the Board of
Directors adopted pursuant to paragraphs (4) and (5) of this Article FOURTH, each share
of Common Stock shall be entitled to one non-cumulative vote for each share of Common
Stock held.2.
    
    Subject to any preferential dividend rights of the holders of Preferred Stock
determined as provided in paragraph (6) of this Article FOURTH, the holders of Common
Stock shall be entitled to receive dividends out of any funds of the corporation legally
available therefor, when and as declared by the Board of Directors.3.
    
    In the event of any dissolution of, or upon any distribution of the assets of,
the corporation, subject to all of the preferential rights, if any, of the holders of
Preferred Stock, the holders of the Common Stock shall be entitled to receive, ratably
and without distinction as to class, all of the remaining assets of the corporation.4.
    
    The Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to fix or alter the dividend rights, dividend
rates, conversion rights, voting rights, rights and terms
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of redemption (including sinking fund provisions), the redemption price or prices and the
liquidation preferences of any wholly unissued series of Preferred Stock, and the number
of shares constituting any such series and the designation thereof, or any of them.5.
    
    The holders of the Preferred Stock or any series thereof shall be entitled to
such voting powers, full or limited, as shall be stated and expressed in the resolution
or resolutions providing for the issue of such stock adopted by the Board of Directors.
The Board of Directors may issue one or more series of Preferred Stock without any
voting power.6.
    
    The holders of Preferred Stock or any series thereof shall be entitled to receive
dividends at such rates, on such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock adopted
by the Board of Directors, payable in preference to, or in relation to, the dividends
payable on any other class or classes of stock, or series thereof and cumulative as
shall be so stated and expressed.7.
    
    The holders of the Preferred Stock or any series thereof shall be entitled to
such rights upon the dissolution of, or upon any distribution of the assets of, the
corporation as shall be stated and expressed in the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors.8.
    
    The Preferred Stock may be subject to redemption at such time or times and at
such price or prices and may be issued in such series, with such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as shall be stated and expressed in
the resolution or resolutions of the Board of Directors providing for the issue of the
Preferred Stock. Without in any manner limiting the foregoing, the Board of Directors
may, but is not required to, establish and provide for a sinking fund in connection with
any such redemptions, providing for such payments, at such time and otherwise upon such
terms and conditions, as may be established in any such resolution or resolutions of the
Board of Directors.9.
    
    The Preferred Stock or any series thereof may be made convertible into other
classes or series of stock upon such terms and conditions as are stated and expressed in
the resolution or resolutions of the Board of Directors providing for the issue of such
series of Preferred Stock.
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COMPREHENSIVE CARE CORPORATIONBy:
    
    /s/ CHRISS W. STREETChriss W. Street, Chairman and PresidentATTEST:By:
    
    /s/ KERRI RUPPERTKerri Ruppert, Vice President/Secretary
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