
<PAGE>   1
                                                                    EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 AMERIPATH, INC.

         AMERIPATH, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Code"),
incorporated by the filing of its original Certificate of Incorporation with the
Secretary of State of Delaware on February 13, 1996 (the "Corporation"), as
amended by the filing of a Restated Certificate of Incorporation with the
Secretary of State of Delaware on February 15, 1996, as further amended by the
filing of an Amended and Restated Certificate of Incorporation with the
Secretary of State of Delaware on June 26, 1997 (collectively the
"Certificate"), adopts the following Amendment to its Certificate:

         FIRST:  The name of the Corporation is AMERIPATH, INC.

         SECOND: The Board of Directors of said Corporation, by the requisite
vote, at a meeting of the Board of Directors duly called and held on July 30,
1997, adopted a resolution proposing and declaring advisable the following
Amendment to the Certificate, and the stockholders of said Corporation, by the
requisite vote, at a Special Meeting of the Stockholders of the Corporation duly
called and held on August 29, 1997, approved the following Amendment to the
Certificate:

                  ARTICLE IV of the Certificate as presently in effect is hereby
                  deleted in its entirety, and the following substituted
                  therefor:

                                   ARTICLE IV

                                  CAPITAL STOCK

         The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 35,000,000 shares, consisting of
(a) 30,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock") and (b) 5,000,000 shares of Preferred Stock, par value $.01 per share
(the "Preferred Stock").

I.       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.

                  1. 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


<PAGE>   2

         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:

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

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

                           (c) 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;

                           (d) 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;

                           (e) 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;

                           (f) 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;

                           (g) 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;

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


                                      -2-
<PAGE>   3

                           (i) 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.

II.      Common Stock.

         All shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges:

                  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.

         THIRD:  That the aforesaid amendment was duly adopted in accordance 
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.



                                      -3-
