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                                    COMPOSITE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             BARR LABORATORIES, INC.

                      (AS CHANGED AND AMENDED JULY 1, 1998)

                Under Section 807 of the Business Corporation Law

         We, the undersigned, Bruce L. Downey and Paul M. Bisaro, being
respectively the President and the Secretary of Barr Laboratories, Inc., hereby
certify:

         1. The name of the corporation is Barr Laboratories, Inc.

         2. The Certificate of Incorporation was filed by the Department of
State on May 6, 1970.

         3. The text of the Certificate of Incorporation is hereby restated
         without amendments or changes to read as herein set forth in full:

         FIRST:   The name of the corporation is

                           BARR LABORATORIES, INC.

        SECOND: The corporation is formed for the following purpose or purposes:

                To conduct and carry on in all its branches the business of
                manufacturing, selling, and distributing chemicals, chemical
                compounds, drugs, medicines, and chemical, medicinal, and
                pharmaceutical preparations, compounds, and materials of every
                kind and description, and all articles and products related
                thereto; and to purchase, manufacture, produce, refine, mine, or
                otherwise acquire, invest in, own, hold, use, mortgage, create
                security interests in, pledge, sell, assign, transfer or
                otherwise dispose of, trade, deal in, and deal with any and all
                kinds of chemicals and source materials, ingredients, mixtures,
                derivatives and compounds thereof, and any and all kinds of
                products of which any of the foregoing constitute an ingredient
                or in the production of which any of the foregoing are used,
                including but not limited to medicines, pharmaceuticals, and
                industrial chemicals of all kinds.
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         To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licensor or licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, and in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal, and mixed
property of any and all kinds, together with the components, resultants, and
by-products thereof; to acquire by purchase or otherwise own, hold, lease,
mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge,
improve, and to aid or subscribe toward the construction, acquisition or
improvement of any factories, shops, storehouses, buildings, and commercial and
retail establishments of every character, including all equipment, fixtures,
machinery, implements and supplies necessary, or incidental to, or connected
with, any of the purposes or business of the corporation; and generally to
perform any and all acts connected therewith or arising therefrom or incidental
thereto, and all acts proper or necessary for the purpose of the business.

         To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy,
turn to account, grant licenses and immunities in respect of, manufacture under
and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and,
in any manner deal with and contract with reference to:

(a)  inventions, devices, formulae, processes and any improvements and
modifications thereof;

(b)  letters patent, patent rights, patented processes, copyrights, designs, and
similar rights, trade marks, trade symbols and other indications of origin and
ownership granted by or recognized under the laws of the United States of
America or of any state or subdivision thereof, or of any foreign country or
subdivision thereof, and all rights connected therewith or appertaining
thereunto;

(c)  franchises, licenses, grants and concessions.

To have, in furtherance of the corporate purposes, all of the powers conferred
upon corporations organized under the Business Corporation Law subject to any
limitations thereof contained in this certificate of incorporation or in the
laws of the State of New York.

THIRD:    The office of the corporation is to be located in Village of Pomona,
          Rockland County.



FOURTH: The number of shares of all classes of stock which the corporation shall
have authority to issue is 100,000,000 shares of common stock of the par value
of $.01 per share, entitled to one vote per share, and 2,000,000 shares of
preferred stock of the par value of $1.00
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per share. The Board of Directors shall have authority, by amendments to the
Certificate of Incorporation made from time to time by action of the Board of
Directors without stockholder approval, in the manner provided by law, to divide
the shares of Preferred Stock into series, to determine the number of shares of
any such series, and to determine for any series the designation, relative
rights, preferences, and limitations of the shares of any such series to the
extent not fixed by the Certificate of Incorporation. Without limiting the
generality of the foregoing, the authority hereby vested in the Board of
Directors as to each series of Preferred Stock shall include, except to the
extent restricted by law, authority in respect of:

         (a)   the voting rights, if any, of the shares of such series, whether
               full or limited or multiple;

         (b)   the dividends payable in respect thereof, whether cumulative,
               non-cumulative or partially cumulative;

         (c)   whether the dividends thereon shall be payable on a parity with
               or in preference to or contingent upon dividends payable on any
               other class or series;

         (d)   the preferential rights thereof upon dissolution or liquidation
               or upon any distribution of assets of the Company;

         (e)   whether the shares thereof shall be subject to redemption, in
               whole or in part, at the option of the Company in cash, in bonds
               or other written obligations of the Company for the payment of
               money, or property, and at what price or prices, within such
               period or periods and under such condition as are stated in any
               amendment to the Certificate of Incorporation or in such other
               instrument as may be provided by law for the statement thereof;

         (f)   the requirements of any sinking fund or funds if any, to be
               applied to the purchase or redemption of shares of such series
               and the amount of or manner of creating such fund or funds and
               the manner of application thereof;

         (g)   the rights, if any, of the holders of shares of such series to
               convert the same into, or to exchange the same for, shares of any
               other class or classes or of any series of the same, and the
               price or prices and rate or rates of exchange at which such
               shares shall be convertible or exchangeable, and other terms or
               conditions of such conversion or exchange; and

         (h)   any restriction on an increase in the number of shares of any
               series theretofore authorized and any qualifications, limitations
               or restrictions of rights or powers to which shares of any future
               series shall be subject.
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FIFTH:      No shareholder of this corporation shall by reason of his holding
shares of any class have any preemptive or preferential right to purchase or
subscribe to any shares of any class of this corporation, now or hereafter to be
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class, now or
hereafter to be authorized (whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such shareholder), other than such rights, if any,
as the Board of Directors in its discretion, from time to time may grant; and at
such price as the Board of Directors in its discretion may fix; and the Board of
Directors may issue shares of any class of this corporation, or any notes,
debentures, bonds, or other securities convertible into carrying options or
warrants to purchase shares of any class without offering any such shares of any
class, either in whole or in part, to the existing shareholders of any class.

SIXTH:      The Secretary of State is designated as the agent of the corporation
upon whom process against the corporation may be served. The post office address
within the State of New York to which the Secretary of State shall mail a copy
of any process against the corporation served upon him is: Barr Laboratories,
Inc., 2 Quaker Road, P.O. Box 2900, Pomona, NY 10970-0519.

SEVENTH:    The duration of the corporation is to be perpetual.

EIGHTH:     Except as may otherwise be specifically provided in this certificate
of incorporation, no provision of this certificate of incorporation is intended
by the corporation to be construed as limiting, prohibiting, denying, or
abrogating any of the general or specific powers or rights conferred under the
Business Corporation Law upon the corporation, upon its shareholders,
bondholders, and security holders, and upon its directors, officers, and other
corporate personnel, including, in particular, the power of the corporation to
furnish indemnification to directors and officers in the capacities defined and
prescribed by the Business Corporation Law and the defined and prescribed rights
of said persons to indemnification as the same are conferred by the Business
Corporation Law.

         4. This Restatement of the Certificate of Incorporation was authorized
            by the Board of Directors.

         IN WITNESS WHEREOF, we have signed this Certificate on this 16th day of
         January 1998 and we affirm the statements contained therein as true
         under penalties of perjury.

            /s/ Paul M. Bisaro                          /s/ Bruce L. Downey
         ------------------------                      -------------------------
                Paul M. Bisaro                              Bruce L. Downey
                  Secretary                                    President