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Exhibit 3.3

EIGHTH AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LASERSCOPE

The undersigned, Eric M. Reuter and Dennis LaLumandiere, hereby certify
that:

1.     They are the duly elected and acting President and Secretary,
respectively, of Laserscope, a California corporation.

2.     The Articles of Incorporation of this corporation shall be amended and
restated to read in full as follows:

I

The name of this corporation is Laserscope.

II

The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.

III

(A)  This corporation is authorized to issue two classes of stock to be
designated, respectively, Common Stock and Preferred Stock. The number of
shares of Common Stock this Corporation is authorized to issue is 30,000,000
and the total number of shares of Preferred Stock this Corporation is
authorized to issue is 5,000,000.



| | (B) |  | The Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is hereby
authorized, within the limitations and restrictions stated in
these Articles of Incorporation to determine or alter these
rights, preference, privileges or restrictions stated in these
Articles of Incorporation; to determine or alter the rights,
preference, privileges and restrictions granted to or imposed
upon any wholly unissued series of preferred Stock and the
number of shares constituting any such series and the
designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the
issue of shares of that series, but not below the number of
shares of such series then outstanding. 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.
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IV

(A)  Limitation of Directors Liability. The liability of the directors of
this corporation for monetary damages shall be eliminated to the fullest extend
permissible under California law.

(B)  Indemnification of Corporate Agents. This corporation is authorized
to provide for, through bylaw provisions or through agreements with the agents,
or both, the indemnification of agents (as defined in section 317 of the
California General Corporation Law) of the corporation in excess of that
expressly permitted by said Section 317 for said agents to the fullest extent
permissible under California law, subject to the limitation set forth in
Section 204 of the California General Corporation Law in actions for breach of
duty to this corporation or its shareholders.

(C)  Repeal or Modification. Any repeal or modification of the foregoing
provision of this Article IV shall not adversely affect any right of
indemnification or limitation of liability of an agent for this corporation
relating to acts or omission occurring prior to such repeal or modification.

3.     The foregoing amendment has been approved by the Board of Directors of
this corporation.

4.     The foregoing amendment was approved by the holders of the requisite
number of shares of this corporation in accordance with Sections 902 and 903 of
the California General Corporation Law. The total number of outstanding shares
entitled to vote with respect to the foregoing amendment was 16,337,219 shares
of Common Stock. The number of shares voting in favor of the foregoing
amendment equaled or exceeded the vote required. The percentage vote required
was a majority of the outstanding shares of Common Stock. There are no shares
of Preferred Stock outstanding.

The undersigned certify under penalty of perjury under the laws of the
State of California that the matters set forth in this Certificate are true and
correct of our own knowledge.

Executed at San Jose, California, on October 15 , 2002.

| |  |                                                      
| |  | -----------------------------------------------------
| |  | /s/ Eric M. ReuterEric M. Reuter, President          
|
| |  | /s/ Dennis LaLumandiereDennis LaLumandiere, Secretary