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
CERTIFICATE OF INCORPORATION OF "FOCAL SURGERY,  INC.",  FILED IN THIS OFFICE ON
THE TWENTY-FIRST DAY OF OCTOBER, A.D. 1992, AT 10 O'CLOCK A.M.


                                     SEALED






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



2313347     8100
981104690
                                                      AUTHENTICATION:  8981524
                                                             DATE:    03-19-98



<PAGE>


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10: am 10/21/1992
7322955004 - 2313347



                         CERTIFICATE OF INCORPORATION OF
                               FOCAL SURGERY, INC.


                                    ARTICLE I

                           The name of this corporation is Focal Surgery, Inc.

                                   ARTICLE II

          The address of the registered office of the corporation in the State
of Delaware is 1209 Orange Street,  in the  city of  Wilmington,  County  of New
Castle.  The name of its 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

         This  corporation  is  authorized  to  issue  one  class of stock to be
 designated "Common Stock". The total number of shares of Common Stock which the
 corporation is authorized to issue is One Million (1,000,000) shares, par value
 $.0001 per share.

                                    ARTICLE V

         The name and mailing  address of the  incorporator  is Louise D. Moore,
Brobeck,  Phleger & Harrison,  Two Embarcadero Place, 2200 Geng Road, Palo Alto,
California 94303.

                                   ARTICLE VI

         Except as otherwise  provided in this 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 VII

         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.







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10/20/92
<PAGE>

                                  ARTICLE VIII

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

                                   ARTICLE IX

                  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 X

                  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 an improper  personal
         benefit.  If the  Delaware  General  Corporation  Law is amended  after
         approval by the  stockholders of this Article 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 X 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 XI

                  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.


                  IN  WITNESS   WHEREOF,   the   undersigned   has  signed  this
          Certificate this 20th day of October, 1992.


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









                                       2.