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                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 AMERIPATH, INC.


                                    ARTICLE I

         The name of the corporation (hereinafter called the "Corporation") is
AMERIPATH, INC.

                                   ARTICLE II

         The address,including street number, street, city and county, of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, County of Newcastle, 19805; and the name of the
registered agent of the Corporation at such address is CORPORATION SERVICE
COMPANY.


                                   ARTICLE III

         The purpose of 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 (the "Law").


                                   ARTICLE IV

         1. AUTHORIZED CAPITAL STOCK. The aggregate number of shares of all
classes of stock which the Corporation shall have authority to issue is
32,000,000 shares, consisting of (a) 30,000,000 shares of Common Stock, par
value $.01 per share (the "Common Stock") and (b) 2,000,000 shares of Preferred
Stock, par value $.01 per share (the "Preferred Stock").


         2. PROVISIONS RELATING TO PREFERRED STOCK.

                  (a) GENERAL. The Preferred Stock may be issued from time to
         time in one or more classes or series, the shares of each class or
         series to have such designations and powers, preferences and rights,
         and qualifications, limitations and restrictions thereof as are stated
         and expressed herein and in the resolution or resolutions providing for
         the issue of such class or series adopted by the Board of Directors
         (the "Board") as hereinafter prescribed.

                  (b) PREFERENCES. Subject to the rights of the holders of the
         Corporation's Common Stock, authority is hereby expressly granted to
         and vested in the Board to


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         authorize the issuance of the Preferred Stock from time to time in one
         or more classes or series, to determine and take necessary proceedings
         fully to effect the issuance and redemption of any such Preferred Stock
         and, with respect to each class or series of the Preferred Stock, to
         fix and state by the resolution or resolutions from time to time
         adopted providing for the issuance thereof the following:

                           (i) whether or not the class or series is to have
                  voting rights, full or limited, or is to be without voting
                  rights;

                           (ii) the number of shares to constitute the class or
                  series and the designations thereof;

                           (iii) the preferences and relative, participating,
                  optional or other special rights, if any, and the
                  qualifications, limitations or restrictions thereof, if any,
                  with respect to any class or series;

                           (iv) whether or not the shares of any class or series
                  shall be redeemable and if redeemable the redemption price or
                  prices, and the time or times at which and the terms and
                  conditions upon which, such shares shall be redeemable and the
                  manner of redemption;

                           (v) whether or not the shares of a class or series
                  shall be subject to the operation of retirement or sinking
                  funds to be applied to the purchase or redemption of such
                  shares for retirement, and if such retirement or sinking fund
                  or funds be established, the annual amount thereof and the
                  terms and provisions relative to the operation thereof;

                           (vi) the dividend rate, whether dividends are payable
                  in cash, stock of the Corporation, or other property, the
                  conditions upon which and the times when such dividends are
                  payable, the preference to or the relation to the payment of
                  the dividends payable on any other class or classes or series
                  of stock, whether or not such dividend shall be cumulative or
                  noncumulative, and if cumulative, the date or dates from which
                  such dividends shall accumulate;

                           (vii) the preferences, if any, and the amounts
                  thereof that the holders of any class or series thereof shall
                  be entitled to receive upon the voluntary or involuntary
                  dissolution of, or upon any distribution of the assets of, the
                  Corporation;

                           (viii) whether or not the shares of any class or
                  series shall be convertible into, or exchangeable for, the
                  shares of any other class or classes or of any other series of
                  the same or any other class or classes of the Corporation's
                  capital stock and the conversion price or prices or ratio or
                  ratios or the rate or rates at which such conversion or
                  exchange may be made,


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                  with such adjustments, if any, as shall be stated and
                  expressed or provided for in such resolution or resolutions;
                  and

                           (ix) such other special rights and protective
                  provisions with respect to any class or series as the Board
                  may deem advisable.

         The shares of each class or series of the Preferred Stock may vary from
the shares of any other series thereof in any or all of the foregoing respects.
The Board may increase the number of shares of Preferred Stock designated for
any existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for any
other class or series. The Board may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class, or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.

         3. PROVISIONS RELATING TO THE COMMON STOCK.

                  (a) VOTING RIGHTS. Except as otherwise required by law or as
         may be provided by the resolutions of the Board authorizing the
         issuance of any class or series of the Preferred Stock, as hereinabove
         provided, all rights to vote and all voting power shall be vested
         exclusively in the holders of the Common Stock.

                  (b) DIVIDENDS. Subject to the rights of the holders of the
         Preferred Stock, the holders of the Common Stock shall be entitled to
         receive when, as and if declared by the Board, out of funds legally
         available therefor, dividends payable in cash, stock or otherwise.

                  (c) LIQUIDATING DISTRIBUTIONS. Upon any liquidation,
         dissolution or winding-up of the Corporation, whether voluntary or
         involuntary, and after the holders of the Preferred Stock shall have
         been paid in full the amounts to which they shall be entitled (if any)
         or a sum sufficient for such payment in full shall have been set aside,
         the remaining net assets of the Corporation shall be distributed pro
         rata to the holders of the Common Stock in accordance with their
         respective rights and interests to the exclusion of the holders of the
         Preferred Stock.


                                    ARTICLE V

                                     BYLAWS

         In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware:


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         A.       The Board of Directors of the Corporation is expressly
                  authorized to adopt, amend or repeal the Bylaws of the
                  Corporation.

         B.       Elections of Directors need not be by written ballot unless
                  the by-laws of the Corporation shall so provide.

         C.       The books of the Corporation may be kept at such place within
                  or without the State of Delaware as the Bylaws of the
                  Corporation may provide or as may be designated from time to
                  time by the Board of Directors of the Corporation.

         D.       Any action required or permitted to be taken at any meeting of
                  the Board of Directors, may be taken without a meeting only if
                  all of the Directors consent thereto in writing.


                                   ARTICLE VI

                             LIMITATION OF LIABILITY

         No director shall be personally liable to the Corporation or the
holders of shares of capital stock for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the duty of loyalty of such
director to the Corporation or such holders, (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 Law, or (iv) for any transaction from which
such director derives an improper personal benefit. No amendment to or repeal of
this provision shall apply to or have any effect on the liability or alleged
liability of any Director for or with respect to any acts or omissions of such
Director occurring prior to such amendment or repeal. If the Law of the
Corporation's state of incorporation is hereafter amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of this Corporation shall be eliminated or limited
to the fullest extent then permitted. No repeal or modification of this Article
VI shall adversely affect any right of or protection afforded to a director of
the Corporation existing immediately prior to such repeal or modification.


                                   ARTICLE VII

                                 INDEMNIFICATION


         This Corporation shall indemnify and may advance expenses to its
officers and directors to the fullest extent permitted by law in existence
either now or hereafter in effect. Without limiting the generality of the
foregoing, the Bylaws may provide for indemnification and advancement of
expenses to officers, directors, employees and agents on such terms and
conditions as the Board of Directors may from time to time deem appropriate or
advisable.

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                                  ARTICLE VIII

                                    DIRECTORS

         1. NUMBER AND TERM OF DIRECTORS. The Corporation's Board shall consist
of at least three directors, with the exact number to be fixed from time to time
in the manner provided in the Corporations's Bylaws. No decrease in the number
of directors shall have the effect of shortening the term of any incumbent
director. The Board shall be divided into three classes, Class I, Class II and
Class III. The number of directors elected to each class shall be as nearly
equal in number as possible. Each director in Class I shall be elected to an
initial term of one year, each director in Class II shall be elected to an
initial term of two years and each director in Class III shall be elected to an
initial term of three years, in each case and until his or her successor is duly
elected and qualified or until his or her earlier resignation, death or removal
from office. Upon the expiration of the initial terms of office for each class
of directors, the directors of each class shall be elected for a term of three
years to serve until their successors are duly elected and qualified or until
their earlier resignation, death or removal from office.

         2. DIRECTOR VACANCIES. Whenever any vacancy on the Board shall occur
due to death, resignation, retirement, disqualification, removal, increase in
the number of directors, or otherwise, a majority of directors in office,
although less than a majority of the entire Board, may fill the vacancy or
vacancies for the balance of the unexpired term or terms, at which time a
successor or successors shall be duly elected by the stockholders and qualified.
The Board shall apportion any increase or decrease in directorship among the
classes as nearly equal in number as possible. Notwithstanding the provisions of
any other Article herein, only the remaining directors of the Corporation shall
have the authority, in accordance with the procedure stated above, to fill any
vacancy that exists on the Board.

         3. REMOVAL. A director may only be removed from office prior to the
expiration of his term: (i) if he has been convicted of a felony or if he has
been adjudged by a court of competent jurisdiction to be liable for gross
negligence or misconduct in the performance of his duty to the Corporation and
such conviction or adjudications are no longer subject to direct appeal; (ii) by
an affirmative vote of at least two-thirds of the outstanding shares of all
classes of capital stock entitled to vote for the election of directors; or
(iii) by the vote of two-thirds of the directors in office.

         4. AMENDMENTS. Notwithstanding anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, this Article VIII shall
not be altered, amended or repealed except by an affirmative vote of the holders
of at least eighty percent (80%) of the combined voting power of the outstanding
shares of capital stock entitled to vote for the election of directors.




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                                   ARTICLE IX

                        SPECIAL MEETINGS OF STOCKHOLDERS

         Except as otherwise required by law and subject to the rights of the
holders of the Preferred Stock, special meetings of stockholders of the
Corporation may be called only by (i) the Chairman of the Board, (ii) the Board
pursuant to a resolution approved by a majority of the entire Board or (iii) the
Company's President. Notwithstanding anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, this Article IX shall not
be altered, amended or repealed except by an affirmative vote of the holders of
at least eighty percent (80%) of the combined voting power of the outstanding
shares of all capital stock entitled to vote for the election of directors.

                                    ARTICLE X

                     NO STOCKHOLDER ACTION WITHOUT A MEETING

         Any action required or permitted to be taken by the stockholders of the
Corporation shall be taken at a duly called annual or special meting of such
holders and may not be taken by any consent in writing by such holders.
Notwithstanding anything contained in this Amended and Restated Certificate of
Incorporation to the contrary, this Article X shall not be altered, amended or
repealed except by an affirmative vote of the holders of at least eighty percent
(80%) of the combined voting power of the outstanding shares of all capital
stock entitled to vote for the election of directors.

                                   ARTICLE XI

                                   AMENDMENTS

         Except as provided herein, from time to time any of the provisions of
this Amended and Restated Certificate of Incorporation may be amended, altered
or repealed, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted in the manner and at the
time prescribed by said laws, and all rights at any time conferred upon the
stockholders of the Corporation by this Amended and Restated Certificate of
Incorporation are granted subject to the provisions of this Article.


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