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                                                                     EXHIBIT 4.4


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


     AmeriPath, Inc., a corporation organized and existing under and by virtue
of the Delaware General Corporation Law (the "Corporation"), does hereby
certify:

     FIRST:  That on March 23, 2001 the Board of Directors of the Corporation
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
submitting the proposed amendment to the stockholders of the Corporation for
their consideration and approval.  The proposed amendment is as follows:

          NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation
     of the Corporation be amended by deleting the first paragraph of Article IV
     in its entirety and by substituting in lieu thereof a new first paragraph
     to read as follows:

          "The aggregate number of shares of all classes of stock which the
     Corporation shall have authority to issue is 65,000,000 shares, consisting
     of (a) 60,000,000 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")."

     SECOND:   That thereafter on May 3, 2001 said amendment was duly adopted by
the stockholders of the Corporation in accordance with Section 242 of the
Delaware General Corporation Law.

     IN WITNESS WHEREOF, AmeriPath, Inc. has caused this Certificate of
Amendment to be executed by its duly authorized officer this 26 day of June,
                                                            ----
2001.

                                   AMERIPATH, INC.


                                   By:  /s/ Gregory A. Marsh
                                      ------------------------
                                      Name:  Gregory A. Marsh
                                           -------------------
                                      Title:  Secretary
                                            -------------------


