CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           BARRIER THERAPEUTICS, INC.
 
                         Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware
 
            BARRIER THERAPEUTICS, INC. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware does hereby
certify:
 
      1. The name of the corporation is Barrier Therapeutics, Inc. The
Certificate of Incorporation of the Corporation was originally filed by the
Corporation, under the name Barrier Health Technologies, Inc., with the
Secretary of State of the State of Delaware on September 17, 2001. An Amended
and Restated Certificate of Incorporation was filed by the Corporation with the
Secretary of State of the State of Delaware on May 6, 2002. This Certificate of
Amendment is being filed to effectuate a one-for-two reverse stock split of the
Corporation's Common Stock.
 
      2. Article IV of the Corporation's Amended and Restated Certificate of
Incorporation is hereby amended to add the following sentence to the beginning
thereof:
 
            "Immediately prior to the effectiveness (the "Effective Time") of
      the Corporation's registration statement on Form S-1 (File No. 333-112539)
      filed under the Securities Act of 1933, as amended (the "Registration
      Statement"), each share of Common Stock of the Corporation issued and
      outstanding at such time shall automatically, without further action by
      the Corporation or any holder or any person having the right to acquire
      such shares, be combined and reclassified into one half (1/2) shares of
      Common Stock (the "Reverse Split"). No fractional shares shall be issued
      or issuable in connection therewith, and each stockholder otherwise
      entitled to receive a fractional share shall receive, in lieu of such
      fractional share, cash in an amount equal to the product of (i) the fair
      market value per share of the Common Stock as of the Effective Time, and
      (ii) such fractional interest."
 
      3. At the Effective Time, all outstanding shares of Preferred Stock shall,
without any further action by the holders of shares and whether or not the
certificates representing such shares are surrendered to the Corporation or its
transfer agent, be converted into that number of fully paid, non-assessable
shares of Common Stock as is determined by dividing the applicable Original
Purchase Price by the product of (i) the applicable Conversion Price, and (ii)
2, in order to reflect the appropriate adjustment to the applicable conversion
ratio as a result of the Reverse Split.
 
      4. If the Registration Statement is withdrawn by the Corporation prior to
becoming effective, this Certificate of Amendment and the provisions hereof
shall be of no further force or effect.
<PAGE>
      5. This Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Corporation was duly adopted by the approval of the
Board of Directors and by the written consent of the holders of at least two
thirds of the outstanding stock of the Corporation entitled to vote in
accordance with Sections 141, 228 and 242 of the General Corporation Law of the
State of Delaware.
 
      6. This Certificate of Amendment shall become effective upon filing with
the Secretary of State of the State of Delaware.
 
 
 
      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Amended and Restated Certificate of Incorporation to be
executed by its duly authorized officer this _____ day of _____________, 2004.
 
 
 
                                    BARRIER THERAPEUTICS, INC.
 
 
 
                                    By:  ______________________________________
                                         Name:
                                         Title:
 
 
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           BARRIER THERAPEUTICS, INC.
 
         Barrier Therapeutics, Inc. (the "Corporation"), a corporation
incorporated and existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify as follows:
 
1.       The name of the Corporation is Barrier Therapeutics, Inc. The
Certificate of Incorporation of the Corporation was originally filed by the
Corporation with the Secretary of State of the State of Delaware on September
17, 2001.
 
2.       This Restated Certificate of Incorporation restates and amends the
Certificate of Incorporation of the Corporation. This Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Sections 242
and 245 of the General Corporation Law of the State of Delaware and was adopted
by written consent of the stockholders of the Corporation given in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware (prompt notice of such action having been given to those
stockholders who did not consent in writing).
 
3.       Immediately prior to the filing of this Restated Certificate of
Incorporation, all shares of outstanding Series A, Series B and Series C
Preferred Stock were converted to Common Stock.
 
4.       The text of the Certificate of Incorporation of the Corporation is
hereby restated and amended to read in its entirety, as of the effective time,
as follows:
 
                                    ARTICLE I
 
         The name of the Corporation is Barrier Therapeutics, Inc.
 
                                   ARTICLE II
 
         The registered office of the Corporation is to be located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered agent
at such address is The Corporation Trust Company.
 
                                   ARTICLE 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.
 
                                   ARTICLE IV
 
         The aggregate number of shares of all classes of capital stock which
the Corporation shall have authority to issue is eighty-five million
(85,000,000) shares, consisting of eighty million
<PAGE>
 
(80,000,000) shares of Common Stock, par value $.0001 per share ("Common
Stock"), and five million (5,000,000) shares of Preferred Stock, par value
$.0001 per share ("Preferred Stock").
 
         The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the Corporation.
 
A.       COMMON STOCK
 
         1.       General. The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the rights of the
holders of the Preferred Stock of any series as may be designated by the Board
of Directors upon any issuance of the Preferred Stock of any series.
 
         2.       Voting. The holders of the Common Stock are entitled to one
vote for each share held at all meetings of stockholders; provided, however,
that, except as otherwise required by law, holders of Common Stock shall not be
entitled to vote on any amendment to this Restated Certificate of Incorporation
that relates solely to the terms of one or more outstanding series of Preferred
Stock if the holders of such affected series are entitled, either separately or
together as a class with the holders of one or more other such series, to vote
thereon pursuant to this Restated Certificate of Incorporation. There shall be
no cumulative voting. The number of authorized shares of Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote, irrespective of the provisions of Section
242(b)(2) of the General Corporation Law of the State of Delaware.
 
         3.       Dividends. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the Board
of Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
 
         4.       Liquidation. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.
 
B.       PREFERRED STOCK
 
         Shares of Preferred Stock may be issued from time to time in one or
more series as may from time to time be determined by the Board of Directors,
each of said series to be distinctly designated in one or more certificates of
designation (each a "Certificate of Designation"). The voting powers,
preferences and relative, optional and other special rights, and the
qualifications, limitations or restrictions thereof, if any, of each such series
may differ from those of any and all other series of Preferred Stock at any time
outstanding, and the Board of Directors is hereby expressly granted authority to
fix, by resolution or resolutions and filing of a Certificate of Designation,
or, except as otherwise required by law, alter the designation, number, voting
powers, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations and restrictions thereof, of each
series, including but without limiting the generality of the foregoing, the
following:
 
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<PAGE>
 
         1.       Any shares of Preferred Stock which may be redeemed, purchased
or acquired by the Corporation may be reissued except as otherwise provided by
law;
 
         2.       Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided in the Certificate of Designation or otherwise
required by law;
 
         3.       The distinctive designation of such series and the number of
shares to constitute such series, which number (except as set forth in the
Certificate of Designation with respect to such series) may be increased or
decreased (but not below the number of shares of such series then outstanding)
from time to time by the Board of Directors;
 
         4.       The rights in respect of dividends, if any, on the shares of
such series, the extent of the preference or relation, if any, of such dividends
to the dividends payable on any other class or series of stock of the
Corporation, and whether such dividends shall be cumulative;
 
         5.       The right or obligation, if any, of the Corporation to redeem
shares of the particular series of Preferred Stock and, if redeemable, the
price, terms, conditions and manner of such redemption and terms of any sinking
fund or redemption account;
 
         6.       The special and relative rights and preferences, if any, and
the amount or amounts per share, which the shares of such series of Preferred
Stock shall be entitled to receive upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation or in the event of any
merger or consolidation of or sale of assets by the Corporation;
 
         7.       The right, if any, of the holders of such series of Preferred
Stock to convert the same into, or exchange the same for, shares of any other
class or series of stock of the Corporation, and the terms and conditions of
such conversion or exchange, including the price or prices or the rate or rates
of conversion or exchange and the terms of adjustment, if any;
 
         8.       The voting powers, if any, of the holders of such series of
Preferred Stock generally or with respect to any particular matter, which may be
less than, equal to or greater than one vote per share, and which may, without
limiting the generality of the foregoing, include the right, voting as a series
by itself or together with the holders of any other series of Preferred Stock or
all series of Preferred Stock as a class, to elect one or more directors of the
Corporation generally or under such specific circumstances and on such
conditions as shall be provided in the Certificate of Designation, including,
without limitation, in the event there shall have been a default in the payment
of dividends on or redemption of any one or more series of Preferred Stock;
 
         9.       Limitations, if any, on the issuance of additional shares of
such series or any shares of any other class or series of stock of the
Corporation; and
 
         10.      Such other preferences, powers, and special, participating,
optional, relative or other rights, and the qualifications, limitations and
restrictions thereof, as the Board of Directors shall determine.
 
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<PAGE>
 
         The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by the
affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote,
irrespective of the provisions of Section 242(b)(2) of the General Corporation
Law of the State of Delaware upon the election of directors (the "Voting
Stock"), voting together as a single class, without a separate vote of the
holders of the Preferred Stock, or any series thereof, unless a vote of any such
holders is required pursuant to any Certificate of Designation for such series.
 
         Without limiting the generality of the foregoing, the resolutions
providing for issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to the Preferred Stock of
any other series to the extent permitted by law.
 
                                    ARTICLE V
 
         For the management of the business and for the conduct of the affairs
of the Corporation, it is further provided that:
 
A.       General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Corporation's Board of Directors.
 
B.       Number of Directors; Election of Directors. Subject to the rights of
holders of any series of Preferred Stock to elect directors, the number of
directors of the Corporation shall be established by the Board of Directors.
Election of directors need not be by written ballot, except as and to the extent
provided in the Bylaws of the Corporation.
 
C.       Classes of Directors. Subject to the rights of holders of any series of
Preferred Stock to elect directors, the Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III.
 
D.       Terms of Office. Subject to the rights of holders of any series of
Preferred Stock to elect directors, each director shall serve for a term ending
on the date of the third annual meeting following the annual meeting at which
such director was elected; provided, that each director initially elected to
Class I shall serve for a term expiring at the Corporation's annual meeting of
stockholders held in 2005; each director initially elected to Class II shall
serve for a term expiring at the Corporation's annual meeting of stockholders
held in 2006; and each director initially elected to Class III shall serve for a
term expiring at the Corporation's annual meeting of stockholders held in 2007;
provided further, that the term of each director shall continue until the
election and qualification of his successor and be subject to his earlier death,
resignation or removal.
 
E.       Quorum. The greater of (a) a majority of the directors at any time in
office and (b) one-third of the number of directors fixed pursuant to Section B
of this Article V shall constitute a quorum. If at any meeting of the Board of
Directors there shall be less than such a quorum, a majority of the directors
present may adjourn the meeting from time to time without further notice other
than announcement at the meeting, until a quorum shall be present.
 
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<PAGE>
 
F.       Action at Meeting. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors unless a greater number is
required by law or by this Restated Certificate of Incorporation.
 
G.       Removal. Subject to the rights of holders of any series of Preferred
Stock, directors of the Corporation may be removed only for cause and only by
the affirmative vote of the holders of at least sixty-six and two thirds percent
(66 2/3%) of the votes which all the stockholders would be entitled to cast in
any annual election of directors or class of directors.
 
H.       Vacancies. Subject to the rights of holders of any series of Preferred
Stock, any vacancy or newly created directorships in the Board of Directors,
however occurring, shall be filled only by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director
and, unless otherwise determined by the Board of Directors, shall not be filled
by the stockholders. A director elected to fill a vacancy shall hold office
until the next election of the class for which such director shall have been
chosen, subject to the election and qualification of a successor and to such
director's earlier death, resignation or removal.
 
I.       Stockholder Nominations and Introduction of Business, Etc. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided by the Bylaws of the Corporation.
 
                                   ARTICLE VI
 
         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended. Any
amendment, alteration, change or repeal of this Article VI by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
 
                                   ARTICLE VII
 
         Subject to any restrictions contained in the Bylaws, the Corporation
shall indemnify to the fullest extent permitted by law any person made or
threatened to be made a party to an action or proceeding, by reason of the fact
that he, his testator or intestate is or was a director or officer of the
Corporation, against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by or on behalf
of such person in connection with such action or proceeding and any appeal
therefrom.
 
                                       5
<PAGE>
 
                                  ARTICLE VIII
 
         Stockholders of the Corporation may not take any action by written
consent in lieu of a meeting.
 
                                   ARTICLE IX
 
         Special meetings of stockholders for any purpose or purposes may be
called at any time by the Board of Directors, the Chairman of the Board or the
Chief Executive Officer, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.
 
                                    ARTICLE X
 
         In furtherance and not in limitation of the powers conferred by law, an
affirmative vote of a majority of the directors present at any regular or
special meeting the Board of Directors of the Corporation at which a quorum is
present shall be required to make, alter, amend and repeal the Bylaws of the
Corporation, subject to the power of the holders of the capital stock of the
Corporation to make, alter, amend or repeal the Bylaws.
 
                                   ARTICLE XI
 
         Notwithstanding any other provision of this Certificate, or any
provision of law that might otherwise permit a lesser or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the Corporation required by law or by this
Certificate, the affirmative vote of the holders of not less than sixty-six and
two thirds percent (66 2/3%) of the outstanding shares of the Corporation then
entitled to vote upon the election of directors, voting together as a single
class, shall be required to amend or repeal, or to adopt any provision
inconsistent with, ARTICLE V, ARTICLE VIII, ARTICLE IX, ARTICLE X or this
ARTICLE XI of this Restated Certificate of Incorporation.
 
                                       6
<PAGE>
 
         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by its Chief Executive Officer this
_____ day of _____________, 2004.
 
                                    BARRIER THERAPEUTICS, INC.
 
                                    By:  ______________________________________
                                         Geert Cauwenberg, Ph.D.
                                         Chief Executive Officer
 
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