RESTATED CERTIFICATE OF INCORPORATION

                      OF SAFEGUARD HEALTH ENTERPRISES, INC.

The  Corporation  was  originally  incorporated in Delaware under the name "SFGD
Reincorporation  Company"  on  April  27,  1987, and the Restated Certificate of
Incorporation  was  duly  adopted  in accordance with Section 245 and 242 of the
General  Corporation  Law  of  Delaware.

FIRST.  The  name  of  the  corporation  is  SafeGuard  Health Enterprises, Inc.

SECOND.  The  address  of  its  registered  office  in  the State of Delaware is
Corporation  Trust  Center, 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.

THIRD.  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 now or
hereafter  organized  under  the  General  Corporation  Law  of  Delaware.

FOURTH.  The  total  number  of  shares of stock that the corporation shall have
authority  to  issue  is  Forty-one Million (41,000,000), of which Forty Million
(40,000,000)  shares  are  Common  Stock  and One Million (1,000,000) shares are
Preferred  Stock,  and  the  par  value  of  each such share is one cent ($.01),
amounting  in  the  aggregate  to  Four Hundred Ten Thousand Dollars ($410,000).

The  Board  of Directors is authorized, subject to limitations prescribed by law
and  the  provisions  of this Article FOURTH, to provide for the issuance of the
shares  of  Preferred  Stock  in one or more series, and by filing a certificate
pursuant  to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in any such series, and to determine
or  alter  the designation, powers, preferences and rights of the shares of each
wholly  unissued  series  and  the  qualifications,  limitations or restrictions
thereof.

Within  the  limits  and  restrictions,  if any, stated in any resolution of the
Board  of  Directors  originally  fixing  the  number of shares constituting any
series,  the  Board  of Directors is authorized to increase or decrease (but not
below  the  number of shares of each such series then outstanding) the number of
shares  of  any series subsequent to the issue of shares of such series.  Except
as  otherwise  provided  for  in  this Certificate of Incorporation, in case the
number  of  shares  of any series shall be so decreased, the shares constituting
such  decrease  shall  resume the status which they had prior to the adoption of
the  resolution  originally  fixing  the  number  of  shares  of  such  series.

The  authority  of  the  Board  of  Directors  with respect to each series shall
include,  but  not  be  limited  to,  determination  of  the  following:


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     (a)     The  number  of shares constituting that series and the distinctive
designation  of  that  series;

     (b)     The  dividend  rate of the shares of that series, whether dividends
shall  be  cumulative,  and,  if  so, from which date or dates, and the relative
rights  of  priority,  if any, of payment of dividends on shares of that series;

     (c)     Whether  that  series  shall have voting rights, in addition to the
voting  rights  provided  by  law,  and, if so, the terms of such voting rights;

     (d)     Whether  that  series shall have conversion privileges, and, if so,
the  terms and conditions of such conversion, including provision for adjustment
of  the  conversion  rate  in  such  events,  as  the  Board  of Directors shall
determine;

     (e)     Whether  or not the shares of that series shall be redeemable, and,
if  so, the terms and conditions of such redemption, including the date or dates
upon  or  after which they shall be redeemable, and the amount per share payable
in  case  of redemption, which amount may vary under different conditions and at
different  redemption  rate;

     (f)     Whether that series shall have a sinking fund for the redemption or
purchase  of  shares  of  that  series, and, if so, the terms and amount of such
sinking  fund;

     (g)     The  rights  of the shares of that series in the event of voluntary
or  involuntary  liquidation,  dissolution or winding up of the corporation, and
the  relative  rights  of priority, if any, of payment of shares of that series;
and

     (h)     Any  other  relative  rights,  preferences  and limitations of that
series.

Dividends on outstanding shares of Preferred Stock shall be paid or declared and
set  apart  for  payment  before any dividends shall be paid or declared and set
apart for payment on the common shares with respect to the same dividend period.

If  upon  any voluntary or involuntary liquidation, dissolution or winding up of
the  corporation,  the assets available for distribution to holders of shares of
Preferred  Stock  of all series shall be sufficient to pay such holders the full
preferential  amount  to  which  they  are  entitled,  then such assets shall be
distributed  ratably  among  the  shares  of  all  series  of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends,  if  any)  payable  with  respect  thereto.

FIFTH.  In furtherance and not in limitation of powers conferred by statute, the
Board  of  Directors  is expressly authorized to make, repeal, alter, amend, and
rescind from time to time any or all of the bylaws of the corporation; provided,
however,  any  bylaw  amendment  adopted by the Board of Directors increasing or
reducing  the authorized number of directors, shall require a resolution adopted
by  the  affirmative  vote  of  not  less than seventy-five percent (75%) of the
directors.  In  addition, new bylaws may be adopted or the bylaws may be amended
or  repealed  by  a  vote  of not less than sixty-six and two-thirds percent (66
2/3%)  of  the  outstanding  stock  of the corporation entitled to vote thereon.


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SIXTH.  (a)  The  number  of directors which shall constitute the whole Board of
Directors  of  this  corporation  shall  be  as  specified in the bylaws of this
corporation,  subject to the provisions of Article FIFTH hereof and this Article
SIXTH.

       (b)  Each  director shall serve  until  his successor is duly elected and
qualified  or  until  his  death,  resignation  or  removal.

SEVENTH.  No  action  shall  be taken by the stockholders except at an annual or
special  meeting  of  stockholders.  No action shall be taken by stockholders by
written  consent.

EIGHTH.  Special  meetings  of  the  stockholders  of  this  corporation for any
purpose or purposes may be called at any time only by the Chairman of this Board
of  Directors,  by  a  committee  of  the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in  a resolution of the Board of Directors or in the bylaws of this corporation,
include the power to call such meetings, or by the holder or holders of not less
than  ten  percent  (10%)  of  this corporation's outstanding voting securities.

NINTH.  The  affirmative  vote  of  the  holders  of not less than sixty-six and
two-thirds  percent (66 2/3%) of the outstanding voting stock of the corporation
shall  be  required  for  the  approval  or  authorization of any: (i) merger or
consolidation  of  the  corporation  with or into any other corporation; or (ii)
sale,  lease,  exchange  or other disposition of all or substantially all of the
assets  of  the  corporation  to  or with any other corporation, person or other
entity;  provided, however, that such sixty-six and two-thirds percent (66 2/3%)
voting  requirement  shall  not  be  applicable if the Board of Directors of the
corporation  shall  have  approved  such  transaction in clause (i) or (ii) by a
resolution  adopted by at least eighty percent (80%) of the members of the Board
of  Directors.  The provisions set forth in Article NINTH may not be repealed or
amended  in  any  respect  unless  such  repeal  or  amendment is approved by an
affirmative  vote  of not less than sixty-six and two-thirds percent (66 2/3) of
the  total  voting  power of all outstanding shares of stock in this corporation
entitled  to  vote  thereon.

TENTH.  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 on stockholders herein
are  granted  subject  to  this reservation.  Notwithstanding the foregoing, the
provisions  set  for  the  in  Articles  FIFTH,  SIXTH, SEVENTH, EIGHTH and this
Article  TENTH  may not be repealed or amended in any respect unless such repeal
or  amendment is approved by the affirmative vote of not less than sixty-six and
two-thirds percent (66 2/3%) of the total voting power of all outstanding shares
of  stock  in  this  corporation  entitled  to  vote  thereon.


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ELEVENTH.  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,  as the same exists or hereafter may be amended or (iv) for any transaction
from  which the director derived any improper personal benefit.  If the Delaware
General  Corporation Law is hereafter amended to authorize, with the approval of
a  corporation's  stockholders,  further  elimination's  or  reductions  in  the
liability  of  the  corporation's directors for breach of fiduciary duty, then a
director  of  the  corporation  shall  not  be liable for any such breach 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 ELEVENTH
by  the stockholders of the corporation shall be prospective only, and shall not
adversely  affect  any  right  or  protection  of  a director of the corporation
existing  at  the  time  of  such  repeal  or  modification.

We  the  undersigned  do  hereby certify that the forgoing is a true and correct
Restated  Certificate  of  Incorporation of SafeGuard Health Enterprises, Inc. a
Delaware  Corporation.

Executed  as  of  the  25th  day  of  October  2000  at Aliso Viejo, California.

SafeGuard  Health  Enterprises,  Inc.

/s/  JAMES  E.  BUNCHER
-------------------------------------
By:  JAMES  E.  BUNCHER
President and Chief Executive Officer

/s/  RONALD  I.  BRENDZEL
-------------------------------------
By:  RONALD  I.  BRENDZEL
Senior Vice President and Secretary


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