Exhibit 3.1  AMENDED AND
RESTATED
CERTIFICATE OF INCORPORATION
OFNOVAMED EYECARE, INC.(Originally
incorporated on May 21, 1999.)
(Pursuant to Sections 242 & 245).  ARTICLE I  The name of the Corporation
is NovaMed Eyecare, Inc.  ARTICLE II  The address of the
Corporations registered office in the State of Delaware is 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801.  The name of the Corporations registered
agent at such address is The Corporation Trust Company.  ARTICLE III  The nature of the business
to be conducted or promoted by 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, as amended (the Act).  ARTICLE IV  A.Authorized Stock. 
The Corporation shall have authority to issue the following classes of
stock, in the number of shares and at the par value as indicated opposite the
name of the class:  CLASS
  
  NUMBER OF SHARES
  AUTHORIZED
  
  PAR VALUE
  PER SHARECommon Stock
  
  81,761,465
  
  $
  0.01Preferred Stock
  
  18,238,535
  
  $
  0.01  B.Dividends.  Subject to
the rights of the holders, if any, of Preferred Stock, the holders of Common
Stock shall be entitled to receive dividends at such times and in such amounts
as may be declared thereon by the Board of Directors of the Corporation (the Board of Directors) and shall share equally on a per share
basis in all such dividends.  C.Liquidation Rights. 
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the Corporation and the
preferential amounts to which the holders of any outstanding shares of
Preferred Stock shall be entitled upon dissolution, liquidation or winding up,
the assets of the Corporation available for distribution to stockholders shall
be distributed ratably among the holders of the shares of Common Stock.


D.Voting Rights.  1.In General.  Except as
otherwise provided by the Act, the holders of Common Stock shall vote on all
matters submitted to a vote of the stockholders of the Corporation.  Each holder of Common Stock shall have one
vote per share of Common Stock held by such holder on the date as of which the
holders of Common Stock of record entitled to vote were determined.  2.Cumulative Voting. 
The right of a holder of shares of the Corporation to cumulate its votes
in elections of directors is hereby denied.  E.Preferred Stock. 
Preferred Stock may be issued from time to time in one or more
series.  Subject to the other provisions
of this Certificate of Incorporation and any limitations prescribed by law, the
Board of Directors is authorized to provide for the issuance of and issue shares
of the Preferred Stock in series and, by filing a certificate pursuant to the
laws of the State of Delaware, to establish from time to time the number of
shares to be included in each such series and to fix the designation, powers,
preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.  The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
Common Stock, without a vote of the holders of any Preferred Stock, or of any
series thereof, unless a vote of any such holders is required pursuant to the
certificate or certificates establishing such series of Preferred Stock.  ARTICLE V  The business and affairs of
the Corporation shall be managed by, or under the direction of, a board of
directors consisting of not less than three (3) nor more than eleven (11)
directors.  The exact number shall be
determined from time to time by resolution adopted by the affirmative vote of a
majority of the directors in office at the time of adoption of such
resolution.  Initially, the number of
directors shall be eight (8) and shall consist of the following
persons:  Stephen J. Winjum, Scott H.
Kirk, M.D., John D. Hunkeler, M.D., R. Judd Jessup, Steven V. Napolitano, James
B. Tananbaum, Douglas P. Williams, M.D., and Peter C. Wendell.  Upon the completion of the
Corporations initial public offering of its equity securities registered under
the Securities Act of 1933, as amended (a Public Offering),
the directors shall be divided into three classes, Class I, Class II
and Class III with each class having as equal a number of members as
reasonably possible.  Class I shall
initially consist of the following directors: 
Messrs. Winjum and Wendell.  Class II
shall initially consist of the following directors:  Messrs. Williams, Tananbaum and
Hunkeler.  Class III shall initially
consist of the following directors:  Messrs. Napolitano,
Jessup and Kirk.  The initial term of
office of the Class I, Class II and Class III directors shall
expire at the first, second and third annual meeting of stockholders following
the Public Offering, respectively. 
Beginning at the first annual meeting of stockholders following the
Public Offering, at each annual meeting of stockholders, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term.  If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes by the Board of Directors so as to maintain the number of  2


directors
in each class as nearly equal as is reasonably possible, and any additional
director of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining
term of that class.  In no case will a
decrease in the number of directors shorten the term of any incumbent director,
even though such decrease may result in an inequality of the classes until the
expiration of such term.  A director
shall hold office until the annual meeting of stockholders in the year in which
his or her term expires and until his or her successor shall be elected and qualified,
subject, however, to prior death, resignation, retirement or removal from
office.  Prior to the consummation of a
Public Offering, directors may be removed as provided in the Act.  Following the consummation of a Public
Offering, directors may only be removed for cause, except as otherwise provided
by law, by the holders of at least sixty-six and two-thirds percent (66 2/3%)
of the voting power of the shares entitled to vote generally in the election of
directors.  Except as required by law or
the provisions of this Certificate of Incorporation, all vacancies on the Board
of Directors and newly-created directorships shall be filled by the Board of
Directors.  Any director elected to fill
a vacancy not resulting from an increase in the number of directors shall have
the same remaining term as that of his or her predecessor.  Notwithstanding the
foregoing, whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Certificate of Incorporation and any resolutions of the Board of Directors
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Article V. 
Notwithstanding anything to the contrary contained in this Certificate
of Incorporation, the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of the shares entitled to vote generally in
the election of directors shall be required to amend, alter or repeal, or to
adopt any provision inconsistent with, this Article V.  ARTICLE VI  A.Written Consent. 
Prior to the completion of an initial Public Offering, any action
required to be taken by the stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and
voted.  Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.  In the event that the action which is
consented to is such as would have required the filing of a certificate with
any governmental body, if such action had been voted on by stockholders at a
meeting thereof, the certificate filed shall state, in lieu of any statement
required by law concerning any vote of stockholders, that written consent had
been given in accordance with the provisions of Section 228 of the Act,
and that written notice has been given as provided in such section.  Following the consummation of an initial
Public Offering, any action required or permitted to be taken by the
stockholders of the Corporation shall be effected only at a duly called annual
or special meeting of stockholders of  3


the Corporation and shall
not be effected by consent in writing by the holders of outstanding stock
pursuant to Section 228 of the Act or any other provision of the Act.  B.Special Meetings. 
Special meetings of stockholders of the Corporation may be called upon
not less than ten (10) nor more than sixty (60) days written notice only
by (i) the Chairman of the Board of Directors, (ii) the President of
the Corporation, (iii) the Chief Executive Officer of the Corporation or (iv) the
Board of Directors pursuant to a resolution approved by a majority of the Board
of Directors.  C.Amendment. 
Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of the shares entitled to vote generally in the
election of directors shall be required to amend, alter or repeal, or to adopt
any provision inconsistent with, this Article VI.  ARTICLE VII  In furtherance and not in
limitation of the power conferred by statute, the Board of Directors is
expressly authorized to make, alter, amend or repeal the By-laws of the
Corporation (the By-laws).  The By-laws may be altered, amended, or
repealed, or new By-laws may be adopted, by the Board of Directors in
accordance with the preceding sentence or by the vote of the holders of at
least eighty percent (80%) of the voting power of the shares entitled to vote
generally in the election of directors at an annual or special meeting of
stockholders; provided that, if such alteration, amendment, repeal or adoption
of new By-laws is effected at a duly called special meeting, notice of such
alteration, amendment, repeal or adoption of new By-laws is contained in the
notice of such special meeting. 
Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of holders of at least eighty percent
(80%) of the voting power of the shares entitled to vote generally in the
election of directors shall be required to amend, alter or repeal, or to adopt
any provision inconsistent with, this Article VII.  ARTICLE VIII  A director of the
Corporation shall not, in the absence of fraud, be disqualified by his office
from dealing or contracting with the Corporation either as a vendor, purchaser
or otherwise, nor, in the absence of fraud, shall a director of the Corporation
be liable to account to the Corporation for any profit realized by him or her
from or through any transaction or contract of the Corporation by reason of the
fact that such director, or any firm of which such director is a member or any
corporation of which such director is an officer, director or stockholder, was
interested in such transaction or contract if such transaction or contract has
been authorized, approved or ratified in a manner provided in the Act for
authorization, approval or ratification of transactions or contracts between
the Corporation and one or more of its directors or officers or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest.  4


ARTICLE IX  Meetings of stockholders may
be held within or without the State of Delaware as the By-laws may
provide.  The books of the Corporation
may be kept 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 By-laws.  Election of directors need not be by written
ballot unless the By-laws so provide.  ARTICLE X  Whenever a compromise or
arrangement is proposed between the Corporation and its creditors or any class
of them and/or between the Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for the Corporation under the provisions of Section 291 of the Act or on
the application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of the
Act, order a meeting of the creditors or class of creditors and/or the
stockholders or class of stock of the Corporation, as the case may be, to be
summoned in such manner as said court directs. 
If a majority in number representing three-fourths (3/4) of the value of
the creditors or class of creditors and/or the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement or to any reorganization of the Corporation as a consequence of
such compromise or arrangement, said compromise or arrangement of said
reorganization shall, if sanctioned by the court to which said application has
been made, be binding on all the creditors or class of creditors and/or on all
the stockholders or class of stockholders, of the Corporation, as the case may
be, and also on the Corporation.  ARTICLE XI  The Board of Directors may
adopt a resolution proposing to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute.  ARTICLE XII  A.Indemnification of Officers and Directors: 
Each person who is or was a director or officer of the Corporation and
each person who serves or served at the request of the Corporation as a
director, officer or partner of another enterprise shall be indemnified by the
Corporation in accordance with and to the fullest extent authorized by the Act
as the same now exists or may be hereafter amended.  No amendment to or alteration or repeal of
this Article XII shall apply to or have any effect on the rights of any
individual referred to in this Article XII for or with respect to acts or
omissions of such individual occurring prior to such amendment, alteration or
repeal.  B.Elimination of Certain Liability of
Directors:  No director of the Corporation shall 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 Act,  5


as the same exists or
hereafter may be amended, or (iv) for any transaction from which the
director derived an improper personal benefit. 
If the Act is amended to authorize the further elimination or limitation
of liability of directors, then the liability of a director of the Corporation,
in addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Act.  Any repeal or modification of this Article XII
by the stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.  ***  6


IN WITNESS WHEREOF, the
undersigned has executed this Certificate of Incorporation on May 26,
1999.  NOVAMED EYECARE, INC./s/ Stephen J. WinjumBy:
  Stephen J. WinjumIts:
  President and Chief Executive Officer  7