Exhibit
3.3

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

NovaMed, Inc.

WITH AND INTO

NovaMed Eyecare, Inc.

(Pursuant to Section 253 of the
General Corporation Law of the State of Delaware)

* * * * *

NovaMed Eyecare, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the Company).

DOES HEREBY CERTIFY:

FIRST: 
That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

| | Name |                       | State of
 Incorporation
| | ---- | --------------------- | -----------------------
| |      |                       |                        
| |      |                       |                        
| |      | NovaMed Eyecare, Inc. |                        
| |      |                       |                        
| |      | NovaMed, Inc.         |                        

SECOND: 
That the Company owns 100% of the outstanding shares of capital stock of
NovaMed, Inc., consisting of 1,000 shares of capital stock, par value $.001 per
share.

THIRD: 
That the Company, by resolutions of its Board of Directors duly adopted
by written consent dated March 22, 2004, determined to merge NovaMed, Inc. with
and into the Company, upon the terms and subject to the conditions set forth in
such resolutions.  A true copy of said
resolutions is attached hereto as Exhibit A. 
Such resolutions have not been modified or rescinded and are in full
force and effect on the date hereof.

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FOURTH: 
That the proposed merger shall be effective at the date and time at
which this Certificate of Ownership and Merger is filed with the Secretary of
State of the State of Delaware pursuant to Sections 253 and 103 of the General
Corporation Law of the State of Delaware.

FIFTH: 
That the Company shall be the surviving corporation.

SIXTH: 
That the name of the surviving corporation shall be changed to NovaMed, Inc.

Dated:   March 26, 2004

| | NovaMed
 Eyecare, Inc.
| | ----------------------
| |                       
| | By:                   
| |                       
| | Stephen J.
 Winjum    
| | President
 and CEO    

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EXHIBIT A

RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
OF
NovaMed Eyecare, Inc.
(the Company)

BY WRITTEN CONSENT DATED MARCH 22, 2004

RESOLVED, that NovaMed, Inc., a Delaware
corporation, all of the outstanding capital stock of which is owned by the
Company, be merged with and into the Company, with the Company as the surviving
corporation, pursuant to Section 253 of the General Corporation Law of the
State of Delaware (the Merger);

FURTHER RESOLVED, that pursuant to the
Merger, the Company will assume all of the liabilities of NovaMed, Inc.;

FURTHER RESOLVED, that pursuant to the
Merger, the Company shall change its name to NovaMed, Inc. (the Name Change);
and

FURTHER RESOLVED, that the President or any
Vice-President of the Company be, and each of them hereby is, authorized, in
the name and on behalf of the Company, to execute and file with the Secretary
of State of the State of Delaware a Certificate of Ownership and Merger, and
any other certificate or document required to be filed to effect the Merger and
the Name Change, and to take any action on behalf of the Company as may be
necessary or desirable in connection with the Merger and the Name Change
including, without limitation, any action required as the sole stockholder of
NovaMed, Inc. to effect the Merger and/or the Name Change.

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