EXHIBIT 3.1



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                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        SURGICAL LASER TECHNOLOGIES, INC.

     Surgical Laser Technologies, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
pursuant to a Certificate of Incorporation that was originally filed on
December 19, 1983 and restated pursuant to Restated Certificates of
Incorporation that were filed on March 8, 1985 and March 26, 1992,
respectively, DOES HEREBY CERTIFY THAT:

     FIRST: The Board of Directors of Surgical Laser Technologies, Inc. (the
"Corporation"), at a duly convened meeting held on October 12, 1998, duly
adopted a resolution setting forth a proposed amendment of the Restated
Certificate of Incorporation of the Corporation (the "Amendment"), declaring
the Amendment to be advisable and in the best interests of the Corporation
and its stockholders, and calling a special meeting (the "Special Meeting")
of the stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed Amendment is as follows:

     RESOLVED, that the Board of Directors hereby declares it advisable and
in the best interests of the Corporation and its stockholders that Article
Fourth of the Restated Certificate of Incorporation be amended and restated
in its entirety so as to provide in full as follows:

          (a) The total number of shares of all classes of stock which the
     Corporation shall have the authority to issue is 30,000,000 shares, all
     of which shall be shares of Common Stock, par value $.01 per share (the
     "Common Stock"). Each share of Common Stock issued and outstanding shall
     be identical in all respects one with the other. The holders of Common
     Stock shall have exclusively all other rights of stockholders including,
     but not by way of limitation, (i) the right to receive dividends, when
     and as declared by the Board of Directors out of assets lawfully
     available therefor and (ii) in the event of any distribution of assets
     upon liquidation, dissolution or winding up of the Corporation or
     otherwise, the right to receive ratably and equally all assets of the
     Corporation after payment of or provision for all obligations of the
     Corporation.

          (b) Effective as of 5:00 p.m. Eastern time (the "Effective Time")
     on the date of filing with the Secretary of State of the State of
     Delaware of a Certificate of Amendment of the Restated Certificate of
     Incorporation of the Corporation amending and restating this Article
     Fourth, each five shares of Common Stock issued and outstanding or (if
     any) held in treasury immediately prior to the Effective Time ("Old
     Common Stock") shall be automatically reclassified and changed into one
     validly issued, fully paid and nonassessable share of Common Stock.
     Stockholders who, immediately prior to the Effective Time, are holders
     of record of a number of shares of Old Common Stock that is not evenly
     divisible by five shall be entitled to receive from the Corporation in
     lieu of a fraction of a share of Common Stock an amount in cash
     determined by multiplying such fraction by the last reported sale price
     of the Common Stock on the first day of trading after the Effective
     Time. Each holder of record immediately prior to the Effective Time of
     shares of Old Common Stock shall at the Effective Time become the holder
     of


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     record of the number of whole shares of Common Stock as shall result
     from this reclassification and change. Each such holder of record shall
     be entitled to receive, upon surrender at the office of the transfer
     agent of the Corporation of the certificate or certificates theretofore
     representing shares of Old Common Stock in such form and accompanied by
     such documents, if any, as may be prescribed by the transfer agent of
     the Corporation, a new certificate or certificates representing the
     number of whole shares of Common Stock of which such holder is the
     holder of record after giving effect to the provisions of this paragraph
     (b) of this Article Fourth and any cash to which such holder is entitled
     in lieu of any fractional share of Common Stock.

     SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the Special Meeting was duly called and held on December 18, 1998,
upon notice in accordance with Section 222 of the General Corporation Law of
the State of Delaware, at which Special Meeting the necessary number of
shares as required by statute were voted in favor of the Amendment.

     THIRD: That the Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said Surgical Laser Technologies, Inc. has caused
this Certificate of Amendment and Restatement to be signed by W. Keith
Stoneback, its President and Chief Executive Officer, and A. Davis Woodward,
its Secretary, this 18th day of December, 1998.

(SEAL)                                         SURGICAL LASER TECHNOLOGIES, INC.
Attest:


By:  /s/ A. Davis Woodward                     By:  /s/ W. Keith Stoneback
    ---------------------------                    ----------------------------
     A. Davis Woodward,                             W. Keith Stoneback,
     Secretary                                      President



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                    RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                      SURGICAL LASER TECHNOLOGIES, INC.


     FIRST. The name of the Corporation is Surgical Laser Technologies, Inc.

     SECOND. The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware.
The name of its registered agent at such address is The Corporation Trust
Company.

     THIRD. The purpose of the Corporation 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 and specifically, without limiting
the generality of the foregoing, to design, develop, manufacture and market
laser products for medical applications.

     FOURTH. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 30,000,000 shares, all of
which shall be shares of Common Stock, par value $.01 per share (the "Common
Stock"). Each share of Common Stock issued and outstanding shall be identical
in all respects one with the other. The holders of Common Stock shall have
exclusively all other rights of stockholders including, but not by way of
limitation, (i) the right to receive dividends, when and as declared by the
Board of Directors out of assets lawfully available therefor and (ii) in the
event of any distribution of assets upon liquidation, dissolution or winding
up of the Corporation or otherwise, the right to receive ratably and equally
all assets of the Corporation after payment of or provision for all
obligations of the Corporation.

     FIFTH. The Corporation is to have perpetual existence.

     SIXTH. Election of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.

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

     EIGHTH. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as that
section may be amended and supplemented from time to time, indemnify any and
all persons whom it shall have power to indemnify under that section against
any expenses, liabilities or other matters referred to in or covered by that
section. The indemnification provided for herein shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as
to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

     NINTH. 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 upon
stockholders herein are granted subject to this reservation.



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     TENTH. This Restated Certificate of Incorporation has been duly adopted
by unanimous written consent of the stockholders of the Corporation dated
February 19, 1985, upon the recommendation by unanimous written consent of
the Board of Directors of the Corporation dated February 19, 1985, all in
accordance with the provisions of Sections 141, 228, 242 and 245 of the
Delaware General Corporation Law.

     ELEVENTH. A director of the Corporation shall have no personal liability
to the Corporation or its stockholders for monetary damages for breach of his
fiduciary duty as a director; provided, however, this Article shall not
eliminate or limit 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 a law; (iii) for the unlawful payment of dividends
or unlawful stock repurchases 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. This Article shall not
eliminate or limit the liability of a director for any act or omission
occurring prior to the effective date of this Article.


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