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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

                                * * * * * * * * *

     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., a Delaware corporation, hereby
certifies as follows:

     The Certificate of Incorporation of AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
(the "Corporation") was filed in the office of the Secretary of State of the
State of Delaware on March 17, 2000, and is hereby amended and restated pursuant
to Section 242 and Section 245 of the Delaware General Corporation Law and all
amendments to the Certificate of Incorporation reflected herein have been duly
proposed by the Board of Directors of the Corporation and duly adopted by the
stockholders of the Corporation in accordance with the provisions of such
Sections.

     This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of the
Corporation currently on file with the Secretary of State of the State of
Delaware. The text of the Certificate of Incorporation is hereby amended in its
entirety to read as herein set forth:

                                   ARTICLE I.

     The name of the corporation is:

     American Medical Systems Holdings, Inc. (the "Corporation").

                                  ARTICLE II.

     The address of its registered office 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 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.

                                  ARTICLE IV.

     The total authorized capital stock of the Corporation shall be One Hundred
Million shares consisting of (i) Seventy-Five Million (75,000,000) shares of
Common Stock, $.01 par value per share ("Voting Common Stock"); (ii) Twenty
Million (20,000,000) shares of Non-Voting Common Stock, $.01 par value per share
("Non-Voting Common Stock," and together with the




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Voting Common Stock, "Common Stock"); and (iii) Five Million (5,000,000) shares
of Preferred Stock, $.01 par value per share ("Preferred Stock").

     (a)  Common Stock.

          (i) Ranking. Except with respect to voting rights and the conversion
     rights of the Non-Voting Common Stock, the Voting Common Stock and the
     Non-Voting Common Stock shall in all respects have the same powers, rights
     and qualifications (including, relative, participating, optional and other
     special rights, dividend rights and rights on liquidation, dissolution or
     winding up) and shall rank pari passu with each other.

          (ii) Dividends. Subject to the preferences and other rights of the
     Preferred Stock, if any, the holders of Common Stock shall be entitled to
     receive dividends when and as declared by the Board of Directors out of
     funds legally available therefor. Holders of shares of Voting Common Stock
     and Non-Voting Common Stock shall be entitled to share equally, share for
     share, in such dividends, except that if dividends are declared which are
     payable in shares of Voting Common Stock or Non-Voting Common Stock,
     dividends shall be declared which are payable at the same rate in both
     classes of stock and the dividends payable in shares of Voting Common Stock
     shall be payable to the holders of that class of stock and the dividends
     payable in shares of Non-Voting Common Stock shall be payable to the
     holders of that class of stock.

          (iii) Liquidation. In the event of any liquidation, dissolution or
     winding up of the affairs of the Corporation, voluntary or involuntary,
     after payment or provision for payment to the holders of the Corporation's
     Preferred Stock of the amounts to which they may be entitled as set out
     above, the remaining assets of the Corporation available to stockholders
     shall be distributed equally per share to the holders of Common Stock
     irrespective of class.

          (iv) Voting.

               (A) Voting Common Stock. Except as otherwise provided herein or
          by law, each holder of Voting Common Stock shall be entitled to one
          vote in respect of each share of Voting Common Stock held of record on
          all matters submitted to a vote of stockholders.

               (B) Non-Voting Common Stock.

                    (1) Except as required by law or by paragraph (a)(iv)(B)(3)
               below, the holders of Non-Voting Common Stock shall not be
               entitled to vote on any matters to be voted on by the
               stockholders of the Corporation.

                    (2) Notwithstanding paragraph (a)(iv)(B)(1) above the
               holders of the Non-Voting Common Stock shall be entitled to the
               same notice of meetings of stockholders as the holders of the
               Voting Common Stock.

                    (3) The Corporation shall not (y) amend, alter or repeal
               paragraphs (a)(ii) or (a)(iii) if such amendment, alteration or
               repeal would



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               cause the Voting Common Stock to obtain a liquidation preference
               or right or a dividend preference or right more favorable than
               that of the Non-Voting Common Stock or (z) amend, alter or repeal
               paragraphs (a)(i) or (a)(v), in either case without the approval
               of the holders of at least a majority of the then outstanding
               aggregate number of shares of Non-Voting Common Stock (with each
               share of Non-Voting Common Stock entitled to one vote), given in
               writing or by vote at a meeting, with the Non-Voting Common Stock
               consenting or voting (as the case may be) together as a single
               class.

          (v)  Conversion of Non-Voting Common Stock.

               (A) Each holder of Non-Voting Common Stock shall, at such
          holder's option, be entitled to convert into an equal number of fully
          paid and nonassessable shares of Voting Common Stock any or all of the
          shares of such holder's Non-Voting Common Stock; provided that (i) any
          Conversion Event (as defined in paragraph (a)(v)(B) below) shall have
          occurred (or is expected to occur as described in paragraph (a)(v)(D)
          below), in which case, such holder shall be entitled to convert any or
          all of the shares of such holder being (or expected to be)
          distributed, disposed of or sold in connection with such Conversion
          Event or (ii) the holder thereof delivers to the Corporation, together
          with the notice of election and the applicable stock certificates, a
          certificate of such holder to the effect that (x) such holder is a
          person other than Warburg, Pincus Equity Partners, L.P. ("WPEP") or
          any affiliate (as defined in Rule 12b-2 promulgated under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") or
          any successor rule) of WPEP, or (y) if such holder is WPEP, upon such
          conversion and giving effect thereto, such holder and all affiliates
          of such holder will collectively own beneficially of record no more
          than fifty percent (50%) of the then outstanding shares of Voting
          Common Stock (it being understood that the provisions of this clause
          (y) shall apply in the case of a contemporaneous conversion and
          distribution by WPEP to its partners where the shares so converted are
          registered in the names of such partners). The Corporation or its
          transfer agent shall rely on any such certificate as accurately
          setting forth the facts therein stated, unless the Corporation has
          actual knowledge of the falseness of any such statements of fact.

               (B) For purposes of this paragraph (a)(v), a "Conversion Event"
          shall mean (w) any sale in connection with any public offering or
          public sale of securities of the Corporation (including a public
          offering registered under the Securities Act and a public sale
          pursuant to Rule 144 of the Securities and Exchange Commission
          thereunder or any similar rule then in force), (x) any sale (including
          by way of merger, consolidation or other similar transaction) of
          securities of the Corporation to a person or group of persons (within
          the meaning of the Exchange Act) if, after such sale, such person or
          group of persons, in the aggregate, would own or control securities
          which possess in the aggregate the ordinary voting power to elect a
          majority of the Corporation's directors (provided that such sale has
          been approved by the Board of Directors or a committee



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          thereof), (y) any sale (including by way of merger, consolidation or
          other similar transaction) of securities of the Corporation to a
          person or group of persons (within the meaning of the Exchange Act)
          if, after such sale, such person or group of persons in the aggregate
          would own or control securities of the Corporation (excluding any
          shares of Non-Voting Common Stock being converted and disposed of in
          connection with such Conversion Event) which possess, in the
          aggregate, the ordinary voting power to elect a majority of the
          Corporation's directors, and (z) any sale of securities of the
          Corporation to a person or group of persons (within the meaning of the
          Exchange Act) if, after such sale, such person or group of persons
          would not, in the aggregate, own, control or have the right to acquire
          more than two percent (2%) of the outstanding securities of any class
          of voting securities of the Corporation. For purposes of this
          paragraph 3(e)(ii), a "person" shall include any natural person and
          any corporation, partnership, joint venture, trust, unincorporated
          organization and any other entity or organization.

               (C) Each holder of Non-Voting Common Stock shall be entitled to
          convert shares of Non-Voting Common Stock which are to be distributed,
          disposed of or sold in connection with any Conversion Event if such
          holder reasonably believes that such Conversion Event will be
          consummated. The Corporation will not retire the shares of Non-Voting
          Common Stock so converted before the tenth day following such
          Conversion Event and will reserve such shares until such tenth day for
          reissuance in compliance with the next sentence. If any shares of
          Non-Voting Common Stock are converted into shares of Voting Common
          Stock in connection with a Conversion Event and such shares of Voting
          Common Stock are not actually distributed, disposed of or sold
          pursuant to such Conversion Event, such shares of Voting Common Stock
          shall be promptly converted back into the same number of shares of
          Non-Voting Common Stock.

               (D) In order to exercise the conversion privilege in this
          paragraph (a)(v), a holder of Non-Voting Common Stock shall surrender
          to the Corporation at its principal offices, or to any transfer agent
          for the Corporation, a certificate or certificates for Non-Voting
          Common Stock to be converted together with (y) a certificate of such
          holder stating such holder's reasonable belief that such holder is
          entitled to convert pursuant to the terms hereof (which certificate
          shall be conclusive and shall obligate the Corporation to effect such
          conversion in a timely manner) (a "Conversion Eligibility
          Certificate") and (z) a written notice to the Corporation that such
          holder has elected to convert such shares, or, if less than all shares
          represented by such certificate are to be converted, the portion of
          the shares represented thereby to be converted. Such notice shall also
          state the name or names (with addresses) in which the certificates for
          shares of Voting Common Stock issuable upon such conversion shall be
          issued, subject to any restrictions on transfer relating to shares of
          Non-Voting Common Stock or shares of Voting Common Stock issuable upon
          conversion thereof. If so required by the Corporation, certificates
          surrendered for conversion shall be endorsed or accompanied by written
          instrument or instruments of transfer, in form satisfactory to the
          Corporation, duly authorized in writing. Non-Voting Common Stock shall
          be deemed converted for all purposes including without limitation the
          taking of a



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          record date for a meeting of the stockholders of the Corporation, upon
          receipt by the Corporation or its transfer agent of such certificates
          evidencing such shares accompanied by a Conversion Eligibility
          Certificate and such notice of election to convert.

               (E) If any certificate evidencing Non-Voting Common Stock
          surrendered to the Corporation for conversion evidences shares of
          Non-Voting Common Stock in addition to the shares of Non-Voting Common
          Stock being so converted, then following such conversion, the
          Corporation shall cause to be executed and delivered to the holder
          thereof, at the expense of the Corporation, a new certificate
          evidencing the balance of the Non-Voting Common Stock that was not so
          converted.

               (F) The Corporation shall at all times reserve and keep available
          out of its authorized but unissued Voting Common Stock the full number
          of shares of such stock into which all authorized shares of Non-Voting
          Common Stock are convertible solely for the purpose of effecting the
          conversion of the shares of Non-Voting Common Stock; and if at any
          time the number of authorized but unissued shares of Voting Common
          Stock shall not be sufficient to effect the conversion of all then
          authorized shares of Non-Voting Common Stock, the Corporation will
          take such corporate action as may, in the opinion of its counsel, be
          necessary to increase its authorized but unissued shares of Voting
          Common Stock, to such number of shares as shall be sufficient for such
          purpose, including without limitation, engaging in best efforts to
          obtain the requisite stockholder approval of any necessary amendment
          to this Certificate of Incorporation.

          (vi) Reclassifications. The Corporation shall not effect any stock
     split or division, reverse stock split, stock dividend, reclassification,
     reorganization, combination, recapitalization or consolidation of either
     class of Common Stock, unless the Corporation shall also contemporaneously
     effect a stock split or division, reverse stock split, stock dividend,
     reclassification, reorganization, combination or consolidation on the same
     terms with respect to the other class of Common Stock; provided, that in
     any such transaction, only holders of Voting Common Stock shall receive
     shares of Voting Common Stock and only holders of Non-Voting Common Stock
     shall receive shares of Non-Voting Common Stock.

     (b) Preferred Stock. The Preferred Stock may be issued from time to time in
one or more series, each of which series shall have such distinctive designation
or title and such number of shares as shall be fixed by the Board of Directors
prior to the issuance of any shares thereof. Each such series of Preferred Stock
shall have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
series of Preferred Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof pursuant to the authority
hereby expressly vested in it. The Board of Directors is further authorized to
increase or decrease (but not below the number of shares outstanding) the number
of shares of any series of Preferred Stock subsequent to the issuance of shares
of that series. In case the number of



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shares of any series shall be so decreased, the shares constituting such
decrease shall resume the status of which they had prior to the adoption of the
resolution originally fixing the number of shares of such series. Except as
provided in the resolution or resolutions of the Board of Directors creating any
series of Preferred Stock, the shares of Common Stock shall have the exclusive
right to vote for the election and removal of directors and for all other
purposes. Each holder of Common Stock shall be entitled to one vote for each
share held.

                                   ARTICLE V.

     In furtherance and not in limitation of the powers conferred by statute,
the By-Laws of the Corporation may be made, altered, amended or repealed by the
stockholders or by a majority of the entire Board of Directors.

                                  ARTICLE VI.

     Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this 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 this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all stockholders or class of stockholders of this Corporation, as the case may
be, and also on this Corporation.

                                  ARTICLE VII.

     Elections of directors need not be by written ballot.

                                 ARTICLE VIII.

     (a) The Corporation shall indemnify to the fullest extent authorized or
permitted under and in accordance with the laws of the State of Delaware (as now
or hereafter in effect) any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of or in any other capacity with
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection



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with such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     (b) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the indemnified person to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the Corporation as authorized in this Article.

     (c) The indemnification and other rights set forth in this Article shall
not be exclusive of any provisions with respect thereto in the By-Laws or any
other contract or agreement between the Corporation and any officer, director,
employee or agent of the Corporation.

     (d) Neither the amendment nor repeal of paragraph (a), (b) or (c), nor the
adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with paragraph (a), (b) or (c), shall eliminate or
reduce the effect of paragraphs (a), (b) and (c), in respect of any matter
occurring before such amendment, repeal or adoption of an inconsistent provision
or in respect of any cause of action, suit or claim relating to any such matter
which would have given rise to a right of indemnification or right to receive
expenses pursuant to paragraph (a), (b) or (c), if such provision had not been
so amended or repealed or if a provision inconsistent therewith had not been so
adopted.

     (e) No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (a) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or any
amendment thereto or successor provision thereto, or (b) shall be liable by
reason that, in addition to any and all other requirements for liability, he or
she:

          (i) shall have breached his or her duty of loyalty to the Corporation
     or its stockholders;

          (ii) shall not have acted in good faith or, in failing to act, shall
     not have acted in good faith;

          (iii) shall have acted in a manner involving intentional misconduct or
     a knowing violation of law or, in failing to act, shall have acted in a
     manner involving intentional misconduct or a knowing violation of law; or

          (iv) shall have derived an improper personal benefit.

     If the General Corporation Law of the State of Delaware is amended after
the date of this Amended and Restated Certificate of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the



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Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                                  ARTICLE IX.

     The number of directors which shall constitute the entire Board of
Directors shall not be less than one (1) nor more than nine (9), which number
shall be determined from time to time by the Board of Directors. The Directors
shall be divided into three (3) classes, as nearly equal in number as possible.
The term of office of the first class shall expire at the 2001 annual meeting of
the stockholders of the Corporation; the term of office of the second class
shall expire at the 2002 annual meeting of the stockholders of the Corporation;
and the term of office of the third class shall expire at the 2003 annual
meeting of the stockholders of the Corporation. At each annual meeting of the
stockholders after such classification, the number of directors equal to the
number of the class whose term expires on the day of such meeting shall be
elected for a term of three (3) years. Directors shall hold office until
expiration of the terms for which they were elected and qualified; provided,
however, that a director may be removed from office as a director at any time by
the stockholders, but only for cause, and only by the affirmative vote of a
majority of the outstanding voting power entitled to elect such director. If the
office of any director becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office, increase in the number of
directors or otherwise, a majority of the remaining directors, although less
than a quorum, at a meeting called for that purpose, may choose a successor,
who, unless removed for cause as set forth above, shall hold office until the
expiration of the term of the class for which appointed or until a successor
shall be elected and qualified. This Article IX may not be altered, amended or
repealed, in whole or in part, unless authorized by the affirmative vote of the
holders of not less than two-thirds of the outstanding voting power entitled to
vote.

                                   ARTICLE X.

     The Corporation reserves the right to amend, alter, change, or repeal any
provisions 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.

     IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by its President and Chief Executive Officer this 14th day of August,
2000.

                                   AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

                               By:
                                  ------------------------------------------
                                  Name:  Douglas W. Kohrs
                                  Title:  President and Chief Executive Officer



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