SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                PRA INTERNATIONAL
 
 
                                      * * *
 
 
        PRA International, a corporation organized and existing under the laws
of the State of Delaware (hereinafter referred to as the "Corporation"), hereby
certifies as follows:
 
        1.      The Corporation filed its original Certificate of Incorporation
(the "Original Certificate of Incorporation") with the Secretary of State of the
State of Delaware (the "Delaware Secretary of State") on April 11, 2001 under
the name "PRA Holdings, Inc." The Original Certificate of Incorporation was
subsequently amended and restated on June 26, 2001, and amended on June 8, 2004
by a Certificate of Amendment (as so amended, the "Amended and Restated
Certificate of Incorporation").
 
        2.      This Second Amended and Restated Certificate of Incorporation of
the Corporation (this "Second Amended and Restated Certificate of
Incorporation") has been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware by
the directors and stockholders of the Corporation. This Second Amended and
Restated Certificate of Incorporation restates, amends and supersedes the
provisions of the Original Certificate of Incorporation and all prior amendments
and restatements of the Original Certificate of Incorporation.
 
        3.      Upon the effectiveness of this Second Amended and Restated
Certificate of Incorporation (the "Effective Time"), all outstanding shares of
Common Stock (as defined herein) immediately prior to the Effective Time shall
be split, or subdivided, on a four-for-one basis, whereby each holder of Common
Stock, without further action by such holder, shall receive four shares of
Common Stock in exchange for each outstanding share of Common Stock immediately
prior to the Effective Time.
 
        4.      The Amended and Restated Certificate of Incorporation of the
Corporation shall be amended and restated to read in its entirety as follows:
 
                                       I.
 
        The name of this corporation is PRA International.
 
                                      II.
 
        The address of the registered office of the Corporation in the State of
Delaware is 2711 Centreville Road, Suite 400, City of Wilmington, County of New
Castle, and the name of the registered agent of the Corporation in the State of
Delaware at such address is Corporation Service Company.
 
 
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                                      III.
 
        The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware ("DGCL").
 
                                      IV.
 
        A.      CLASSES OF STOCK. The Corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares of stock that the Corporation shall have
authority to issue is forty million (40,000,000) shares, of which (i) thirty-six
million (36,000,000) shares shall be Common Stock, $0.01 par value per share
(the "Common Stock") and (ii) four million (4,000,000) shares shall be shares of
Preferred Stock, $0.01 par value per share (the "Preferred Stock").
 
        B.      PREFERRED STOCK. Subject to the limitations and in the manner
provided by law, the Board of Directors of the Corporation (the "Board of
Directors") or a duly-authorized committee of the Board of Directors, in
accordance with the laws of the State of Delaware, is hereby authorized to, from
time to time, provide by resolution for the issuance of shares of Preferred
Stock in one or more series and, by filing a certificate pursuant to the
applicable law of the State of Delaware (hereinafter referred to as "Preferred
Stock Designation"), setting forth such resolution, to establish the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following: (i) the designation of the series, which may be by
distinguishing number, letter or title; (ii) the number of shares of the series,
which number the Board of Directors may thereafter (except where otherwise
provided in the Preferred Stock Designation) increase or decrease (but not below
the number of shares thereof then outstanding); provided that, in case the
number of shares of any series shall be so decreased, the shares constituting
such decrease shall upon the taking of any action required by applicable law
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series as well as the number of
shares authorized for issuance in each series; (iii) the amounts or rates at
which dividends will be payable on, and the preferences, if any, of shares of
the series in respect of dividends, and whether such dividends, if any, shall be
cumulative or noncumulative; (iv) dates at which dividends, if any, shall be
payable; (v) the redemption rights and price or prices, if any, for shares of
the series; (vi) the terms and amount of any sinking fund, if any, provided for
the purchase or redemption of shares of the series; (vii) the amounts payable
on, and the preferences, if any, of shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation; (viii) whether the shares of the series shall be convertible
into, or exchangeable, or redeemable for, shares of any other class or series,
or any other security, of the Corporation or any other Corporation, and, if so,
the specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates at which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion or
exchange may be made; (ix) the voting rights, if any, of the Holders of shares
of the series generally or upon
 
 
 
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specified events; and (x) any other rights, powers, preferences of such shares
as are permitted by law.
 
                                       V.
 
        For the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation, of its Board of Directors and of its stockholders or
any class thereof, as the case may be, it is further provided that:
 
        A.      BOARD OF DIRECTORS.
 
                1.      POWERS; NUMBER OF DIRECTORS. The management of the
business and the conduct of the affairs of the Corporation shall be vested in
its Board of Directors. The number of directors which shall constitute the whole
Board of Directors shall be fixed by the Board of Directors in the manner
provided in the bylaws of the Corporation.
 
                2.      ELECTION OF DIRECTORS.
 
                        a.      The Board of Directors shall be divided into
three classes, designated Class I, Class II and Class III. Directors shall be
assigned to each class in accordance with a resolution or resolutions adopted by
the Board of Directors such that Class I, Class II and Class III shall each
consist of an equal number of Directors to the extent practicable. At the first
annual meeting of stockholders following the Effective Date, the term of office
of the Class I directors shall expire and Class I directors shall be elected for
a full term of three years. At the second annual meeting of stockholders
following the Effective Date, the term of office of the Class II directors shall
expire and Class II directors shall be elected for a full term of three years.
At the third annual meeting of stockholders following the Effective Date, the
term of office of the Class III directors shall expire and Class III directors
shall be elected for a full term of three years. At each succeeding annual
meeting of stockholders, directors shall be elected for a full term of three
years to succeed the directors of the class whose terms expire at such annual
meeting.
 
                        b.      If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain a
number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office.
 
                3.      VACANCIES. Any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other causes and
any newly created directorships resulting from any increase in the number of
directors, shall be filled by a majority of the members of the Incumbent Board
then in office, even though less than a quorum of the Board of Directors, and
not by the stockholders. The newly created or eliminated directorships resulting
from such increase or decrease shall, if reasonably possible, be apportioned by
the Board of
 
 
 
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Directors among the three classes of directors so as to ensure that no one class
has more than one director more than any other class. To the extent reasonably
possible, consistent with the foregoing, any newly created directorships shall
be added to those classes whose terms of office are to expire at the latest
dates following such allocation and newly eliminated directorships shall be
subtracted from those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the members of the Incumbent
Board then in office, although less than a quorum. In the event of a vacancy in
the Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled. Any director elected in accordance with this section shall hold office
for the remainder of the full term of the director for which the vacancy was
created or occurred and until such director's successor shall have been elected
and qualified. The "Incumbent Board" shall mean those directors of the
Corporation who, as of the Effective Date, constitute the Board of Directors of
the Corporation, provided that (i) any person becoming a director subsequent to
such date whose election, or nomination for election by the Corporation's
stockholders, is approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Corporation, as such terms are used Rule 14a-11 of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended) or (ii) any person
appointed by the Incumbent Board to fill a vacancy, shall also be considered a
member of the Incumbent Board of the Corporation.
 
        B.      ACTION BY STOCKHOLDERS.
 
                1.      Special meetings of the stockholders of the Corporation,
for any purpose or purposes, may be called at any time by the President of the
Corporation and shall be called by the President or the Secretary at the request
in writing of a majority of the Board of Directors, or at the request in writing
of the holders of shares constituting a majority of the votes of all shares
entitled to vote at an annual meeting of stockholders. Special meetings of the
stockholders of the Corporation may not be called by any other person or
persons.
 
                2.      No action shall be taken by the stockholders of the
Corporation except at duly called annual or special meeting of stockholders of
the Corporation.
 
                3.      Advance notice of stockholder nominations for the
election of directors and of business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner
provided in the bylaws of the Corporation.
 
        C.      BYLAWS
 
                1.      In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to make, adopt, alter, amend, change or repeal the bylaws
of the Corporation by resolutions adopted by the affirmative vote of a majority
of the entire Board of Directors, subject to any bylaw requiring the affirmative
vote of a larger percentage of the members of the Board of Directors.
 
 
 
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                2.      Stockholders may not make, adopt, alter, amend, change
or repeal the bylaws of the Corporation except upon the affirmative vote of at
least 75% of the votes entitled to be cast by the holders of all outstanding
shares then entitled to vote generally in the election of directors, voting
together as a single class.
 
                                      VI.
 
        The Corporation is to have perpetual existence.
 
                                      VII.
 
        A.      The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the DGCL, as the same may be amended or supplemented.
 
        B.      If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the DGCL, as so amended.
 
        C.      The Corporation shall have power, to the fullest extent
permitted by Section 145 of the DGCL, as the same may be amended or
supplemented, to indemnify any person who was or is a party or is threatened to
be made a party to an action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that the person is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
person.
 
        D.      Indemnification conferred pursuant to this Article VII shall
include the right to be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in advance of its final
disposition upon receipt by the Corporation of an undertaking by or on behalf of
the person receiving advancement to repay the amount advanced if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation under this Article VII.
 
        E.      Neither any amendment nor repeal of this Article VII, nor the
adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect of this
Article VII in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article VII, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
 
 
 
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                                     VIII.
 
        The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon the stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, no amendment, alteration, change or repeal may be
made to Article V or this Article VIII without the affirmative vote of the
holders of at least 75% of the outstanding voting power of the Corporation,
voting together as a single class.
 
 
 
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        IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by Patrick K. Donnelly, its
President and Chief Executive Officer, this 15th day of November 2004.
 
 
                                          /s/ Patrick K. Donnelly
                                        ----------------------------------------
                                        Patrick K. Donnelly
                                        President and Chief Executive Officer