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                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              LINCARE HOLDINGS INC.

         Lincare Holdings Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, hereby certifies as follows:

         FIRST: That the Board of Directors of the Corporation, by unanimous
written consent adopted on April 15, 1998, duly adopted resolutions setting
forth a proposed amendment to the Amended and Restated Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
directing that said amendment be considered for approval by the stockholders of
the Corporation at the next Annual Meeting of Stockholders or any adjournments
thereof (the "Annual Meeting"). The resolutions setting forth the proposed
amendment are as follows:

                  RESOLVED, that there is hereby adopted an amendment to the
         Corporation's Amended and Restated Certificate of Incorporation
         pursuant to which the authorized capital stock of the Corporation shall
         be increased from 55,000,000 shares, consisting of 50,000,000 shares of
         common stock, par value $0.01, and 5,000,000 shares of preferred stock,
         par value $1.00, to 205,000,000 shares, consisting of 200,000,000
         shares of common stock, par value $0.01, and 5,000,000 shares of
         preferred stock, par value $1.00; and be it further

                  RESOLVED, that in connection with such increase, the first
         sentence of the first paragraph of Article Fourth of the Corporation's
         Amended and Restated Certificate of Incorporation shall be deleted in
         its entirety and the following substituted in lieu thereof:

                           FOURTH: The total number of shares of all classes of
                  stock which the Corporation shall have the authority to issue
                  is two hundred five million (205,000,000) shares, consisting
                  of two

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                  hundred million (200,000,000) shares of Common Stock, $0.01
                  par value (herein called the "Common Stock"), and five million
                  (5,000,000) shares of Preferred Stock, $1.00 par value
                  (including any shares of Preferred Stock designated herein as
                  a particular series of Preferred Stock)(hereinafter referred
                  to as "Preferred Stock").

         SECOND: That at the Annual Meeting, which was duly called and held, a
majority of the outstanding capital stock of the Corporation was voted by the
holders thereof, in person or by proxy, in favor of the proposed amendment to
the Amended and Restated Certificate of Incorporation of the Corporation.

         THIRD: That said amendment is duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said Lincare Holdings Inc. has caused this
Certificate of Amendment of Amended and Restated Certificate of Incorporation to
be signed by John P. Byrnes, its President and Chief Executive Officer, this
14th day of May, 1998.




                                   By:  /s/ John P. Byrnes
                                      ---------------------------------
                                        John P. Byrnes
                                        President & Chief Executive
                                        Officer













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