STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE





                  I,  EDWARD  J.  FREEL,  SECRETARY  OF  STATE  OF THE  STATE OF
DELAWARE,  DO HEREBY  CERTIFY THE  ATTACHED  IS A TRUE AND  CORRECT  COPY OF THE
RESTATED  CERTIFICATE  OF "FOCAL  SURGERY,  INC.",  FILED IN THIS  OFFICE ON THE
TWENTY-SEVENTH DAY OF APRIL A.D.1993, AT 1 O'CLOCK P.M.


                                     SEALED






                                             /s/  Edward J. Freel
                                             Edward J. Freel, Secretary of State


2313347        8100
981104690
                                                      AUTHENTICATION:  8981525
                                                             DATE:    03-19-98
<PAGE>




                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                             OF FOCAL SURGERY. INC.

                             A Delaware Corporation

                 (Originally incorporated on October 21, 1992.)



         The undersigned, Louise D. Moore, hereby certifies that:

         ONE:     She is the sole Incorporator of said corporation.

         TWO:     The Certificate of Incorporation of said corporation shall be
amended to read in full as follows:

                                    ARTICLE I

         The  name  of  this   corporation   is  FOCAL   SURGERY,   INC.,   (the
"Corporation").

                                   ARTICLE II

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

                                   ARTICLE III

         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 Delaware.

                                   ARTICLE IV

         A.  Classes  of Stock.  The  corporation  is  authhorized  to issue two
classes of stock to be designated,  respectively,  "Common Stock" and "Preferred
Stock." The total number of shares which the  Corporation is authorized to issue
is Eleven Million  (11,000,000) shares. Ten Million (10,000,000) shares shall be
Common Stock,  par value $0.0001 per share and One Million  (1,000,000)  shares,
par value $0.0001 per share. shall be Preferred Stock.

         B.  Rights,  Preferences  and  Restrictions  of  Preferred  Stock.  The
Preferred  Stock  authorized  by  these  Amended  and  Restated  Certificate  of
Incorporation  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 this Amended and Restated  Certificate of Incorporation,  to fix or alter the
divided rights,  dividend rate,  conversion  rights,  voting rights,  rights and
terms 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, 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.

                                                       State of Delaware
                                                       Secretary of State
                                                       Division of Corporations
                                                       Filed 01:00 PM 4/27/1993

                                                       733117020 - 2313347

<PAGE>



                                    ARTICLE V

         Except as otherwise  provided in this Amended and Restated  Certificate
of  Incorporation,  in furtherance and not in limitation of the powers conferred
by statute,  the Board of  Directors is expressly  authorized  to make,  repeal,
alter, amend and rescind any or all of the Bylaws of the Corporation.


                                   ARTICLE VI

         The number of directors of the Corporation  shall be fixed from time to
time by a bylaw or  amendment  thereof duly adopted by the Board of Directors or
by the stockholders.

                                   ARTICLE VII

         Elections of directors  need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                                  ARTICLE VIII

         Stockholders  of the  Corporation  shall take action by  meetings  held
pursuant to this  Amended and  Restated  Certificate  of  Incorporation  and the
Bylaws and shall have no right to take any action by written  consent  without a
meeting.  Meetings  of  stockholders  may be held within or without the State of
Delaware,  as the Bylaws may provide.  The books of the  Corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                   ARTICLE IX

         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, or (iv) for any  transaction  from which the director  derived any improper
personal  benefit.  If the Delaware  General  Corporation  Law is amended  after
approval by the stockholders of this Article IX to authorize  corporation action
further  eliminating  or limiting the personal  liability of directors  then the
liability of a director of the Corporation shall be eliminated or limited 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
IX by the  stockholders of the Corporation  shall not adversely affect any right
or  protection  of a director  of the  Corporation  existing at the time of such
repeal or modification.

                                    ARTICLE X

         To the fullest extent  permitted by applicable law, this Corporation is
also authorized to provide  indemnification  of (and advancement of expenses to)
such  agents  (and  any  other  persons  to  which  Delaware  law  permits  this
Corporation to provide  indemnification)  through Bylaw  provisions,  agreements
with  such  agents  or other  persons,  vote of  stockholders  or  disinterested
directors  or  otherwise,  in  excess  of the  indemnification  and  advancement
otherwise  permitted by Section 145 of the General  Corporation Law of the State
of  Delaware,  subject  only  to  limits  created  by  applicable  Delaware  law
(statutory or non-statutory), with respect to actions for breach of duty to this
Corporation, its stockholders, and others.





<PAGE>

                                       2.

         Any repeal or modification  of any of the foregoing  provisions of this
Article X shall not  adversely  affect any right or  protection  of a  director,
officer,  agent or  other  person  existing  at the time  of,  or  increase  the
liability  of any  director  of this  corporation  with  respect  to any acts or
omissions of such director,  officer or agent  occurring prior to such repeal or
modification

                                   ARTICLE XI

         The corporation  reserves the right to amend,  alter,  change or repeal
any   provision   contained  in  this  Amended  and  Restated   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.

         THREE:   The   foregoing   amendment  has  been  duly  adopted  by  the
Corporation's sole Incorporator in accordance with the applicable  provisions of
Sections  241 and 245 of the General  Corporation  Law of the State of Delaware.
The corporation has not received any payment for any of its stock.


         IN WITNESS  WHEREOF,  the undersigned has executed this  certificate on
April 26, 1993.





                                                  /s/ Louise D. Moore
                                                  Louise D. Moore, Incorporator




         The  undersigned  certifies  under penalty of perjury that she has read
the foregoing  Amended and Restated  Certificate of Incorporation  and knows the
contents thereof, and that the statements therein are true.

         Executed at Palo Alto, California on April 26, 1993.


                                                          /s/ Louise D. Moore
                                                          Louise D. Moore





                                       3.