RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              TRIPATH IMAGING, INC.
 
         TriPath Imaging, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, for the purpose of restating the Restated Certificate of Incorporation
of the Corporation, hereby certifies as follows:
 
1.       The name of the Corporation is TriPath Imaging, Inc. The name under
         which the Corporation was originally incorporated is AutoCyte, Inc. The
         original Certificate of Incorporation of the Corporation was filed with
         the Secretary of State of the State of Delaware (the "Secretary") on
         October 24, 1996 (the "Original Certificate"). The Original Certificate
         was amended by: (i) a Restated Certificate of Incorporation filed with
         the Secretary on September 9, 1997, (ii) a Certificate of Amendment
         filed with the Secretary on September 30, 1999, (iii) a Certificate of
         Amendment filed with the Secretary on October 1, 1999, and (iv) a
         Certificate of Amendment filed with the Secretary on August 8, 2002.
 
2.       The Restated Certificate of Incorporation of the Corporation as herein
         certified (the "Restatement") has been duly adopted in accordance with
         the provisions of Section 245 of the General Corporation Law of the
         State of Delaware. The Restatement only restates and integrates and
         does not further amend the provisions of the Corporation's Restated
         Certificate of Incorporation, as amended or supplemented to date, and
         there is no discrepancy between those provisions and the provisions of
         the Restatement.
 
3.       The Corporation's Restated Certificate of Incorporation is restated to
         read in full as follows:
 
         FIRST:   The name of the Corporation is TriPath Imaging, Inc.
 
         SECOND:  The address of the registered office of the Corporation in the
state of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware. The name of its registered
agent at such address is The Corporation Trust Company.
 
         THIRD:   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.
 
         FOURTH:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 99,000,000 shares, consisting of
(i) 98,000,000 shares of Common Stock, $.01 par value per share ("Common
Stock"), and (ii) 1,000,000 shares of Preferred Stock, $.01 par value per share
("Preferred Stock").
 
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         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.       PREFERRED STOCK
 
         The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article FOURTH, to provide by resolution for
the issuance of the shares of Preferred Stock in one or more series, and by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof.
 
         The authority of the Board with respect to each series shall include,
but shall not be limited to, determination of the following:
 
         (a)      The number of shares constituting that series and the
distinctive designation of that series;
 
         (b)      The dividend rate, if any, on the shares of that series,
whether dividends shall be cumulative, and if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of
the series;
 
         (c)      Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting rights;
 
         (d)      Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;
 
         (e)      Whether or not the shares of that series shall be redeemable,
and if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different conditions
and at different redemption dates;
 
         (f)      Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and if so, the terms and amount
of such sinking fund;
 
         (g)      The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and
 
         (h)      Any other relative rights, preferences and limitations of that
series.
 
B.       COMMON STOCK
 
         The Common Stock is subject to the rights and preferences of the
Preferred Stock as hereinbefore set forth or authorized.
 
         Subject to the provisions of any applicable law or of the By-laws of
the Corporation, as from time to time amended, with respect to the fixing of a
record date for the determination of
 
 
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stockholders entitled to vote, and except as otherwise provided herein or by law
or by the resolution or resolutions providing for the issue of any series of
Preferred Stock, the holders of outstanding shares of Common Stock shall have
exclusive voting rights for the election of directors and for all other
purposes, each holder of record of shares of Common Stock being entitled to one
vote for each share of Common Stock standing in his name on the books of the
Corporation.
 
         Subject to the rights of any one or more series of Preferred Stock, the
holders of Common Stock shall be entitled to receive such dividends from time to
time as may be declared by the Board of Directors out of any funds of the
Corporation legally available for the payment of such dividends.
 
         In the event of the liquidation, dissolution, or winding up of the
Corporation, whether voluntary or involuntary, after payment shall have been
made to the holders of the Preferred Stock the full amount to which they are
entitled, the holders of Common Stock shall be entitled to share ratably
according to the number of shares of Common Stock held by them, in all remaining
assets of the Corporation available for distribution to its stockholders.
 
C.       ISSUANCE
 
         Subject to the provisions of this Restated Certificate of Incorporation
and except as otherwise provided by law, the shares of stock of the Corporation,
regardless of class, may be issued for such consideration and for such corporate
purposes as the Board of Directors may from time to time determine.
 
         FIFTH:   The Corporation is to have perpetual existence.
 
         SIXTH:   The Board of Directors shall consist of not less than three
directors, the exact number to be determined from time to time by resolution
adopted by the affirmative vote of a majority of the directors then in office.
The directors shall be divided into three classes, as nearly equal in number as
the then total number of directors constituting the entire Board of Directors
permits, with the term of office of one class expiring each year. The initial
directors of the first class shall be elected to hold office for a term expiring
at the next succeeding annual meeting, the initial directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual meeting and the initial directors of the third class shall be elected to
hold office for a term expiring at the third succeeding annual meeting. At each
succeeding annual meeting of stockholders beginning in the first year following
the election of such staggered Board of Directors, successors to the class of
directors whose term expires at that meeting shall be elected for a three-year
term. If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, and any additional directors of any class
elected to fill a vacancy resulting from an increase in the size of such class
shall hold office for a term that shall coincide with the remaining term of that
class, but in no event will a decrease in the number of directors shorten the
term of any incumbent director. Any vacancies in the Board of Directors for any
reason, and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen. Notwithstanding the foregoing, and except as
otherwise required by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a class, to elect one
or more
 
 
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directors of the Corporation, the election, term of office and other features of
such directorships shall be governed by the terms of this Restated Certificate
of Incorporation and certificates of designation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
SIXTH unless expressly provided by such terms. Subject to the foregoing, at each
annual meeting of stockholders the successors to the class of directors whose
terms shall then expire shall be elected to hold office for a term expiring at
the annual meeting for the year in which their term expires and until their
successors shall be elected and qualified, subject to prior death, resignation,
retirement or removal.
 
         Except as otherwise determined by the Board of Directors in
establishing a series of Preferred Stock as to directors elected by holders of
such series, at any special meeting of the stockholders called at least in part
for the purpose, any director or directors may, by the affirmative vote of the
holders of at least a majority of the stock entitled to vote for the election of
directors, be removed from office for cause. The provisions of this subsection
shall be the exclusive method for the removal of directors. This Article SIXTH
may not be amended, revised or revoked, in whole or in part, except by the
affirmative vote of the holders of 66 2/3% of the voting power of the shares of
all classes of stock of the Corporation entitled to vote for the election of
directors, considered for the purposes of this Article SIXTH as one class of
stock.
 
         SEVENTH: The Board of Directors shall have the right to make, alter or
repeal the By-laws of the Corporation.
 
         EIGHTH:  Elections of directors need not be by written ballot unless
the By-laws of the Corporation shall so provide.
 
         NINTH:   A director shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that the elimination or limitation of liability
is not permitted under the General Corporation Law of the State of Delaware as
in effect when such liability is determined. No amendment or repeal of this
provision shall deprive a director of the benefits hereof with respect to any
act or omission occurring prior to such amendment or repeal.
 
         TENTH:   The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify each person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of
the Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom.
 
         Indemnification may include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of any undertaking by the person indemnified
to repay such payment if it is ultimately determined that such person is not
entitled to indemnification under this Article TENTH, which undertaking may be
accepted without reference to the financial ability of such person to make such
repayments.
 
 
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         The Corporation shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the Board of Directors
of the Corporation.
 
         The indemnification rights provided in this Article TENTH (i) shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and (ii) shall inure to the benefit of the heirs,
executors and administrators of such persons. The Corporation may, to the extent
authorized from time to time by its Board of Directors, grant indemnification
rights to other employees or agents of the Corporation or other persons serving
the Corporation and such rights may be equivalent to, or greater or less than,
those set forth in this Article TENTH.
 
         ELEVENTH:         (a) Except as set forth in part (b) of this Article
ELEVENTH, the affirmative vote of the holders of 66 2/3% of the shares of all
classes of stock of the Corporation entitled to vote for the election of
directors, considered for the purposes of this Article ELEVENTH as one class,
shall be required (i) for the adoption of any agreement for the merger or
consolidation of the Corporation or any Subsidiary (as hereinafter defined) with
or into any Other Corporation (as hereinafter defined), (ii) to authorize any
sale, lease, exchange, mortgage, pledge or other disposition of all or
substantially all of the assets of the Corporation or any Subsidiary to any
Other Corporation, (iii) to authorize the issuance or transfer by the
Corporation of any Substantial Amount (as hereinafter defined) of securities of
the Corporation in exchange for the securities or assets of any Other
Corporation, or (iv) to engage in any other transaction the effect of which is
to combine the assets and business of the Corporation or any Subsidiary with any
Other Corporation. Such affirmative vote shall be in addition to the vote of the
holders of the stock of the Corporation otherwise required by law, the Restated
Certificate of Incorporation of the Corporation or any agreement or contract to
which the Corporation is a party.
 
                           (b) The provisions of part (a) of this Article
ELEVENTH shall not be applicable to any transaction described therein if such
transaction is approved by a resolution of the Board of Directors of the
Corporation, provided that the directors voting in favor of such resolution
include a majority of the persons who were duly elected and acting members of
the Board of Directors prior to the time any such Other Corporation became a
Beneficial Owner (as hereinafter defined) of 5% or more of the shares of stock
of the Corporation entitled to vote for the election of directors. In
considering such transaction, the Board of Directors shall give due
consideration to such factors as it deems relevant, which may include without
limitation the social and economic effects on the employees, customers,
suppliers and other constituents of the Corporation and its Subsidiaries and on
the communities in which the Corporation and its Subsidiaries operate or are
located.
 
                           (c) The Board of Directors shall have the power and
duty to determine for the purposes of this Article ELEVENTH, on the basis of
information known to such Board, if and when any Other Corporation is the
Beneficial Owner of 5% or more of the outstanding shares of stock of the
Corporation entitled to vote for the election of directors. Any such
determination, if made in good faith, shall be conclusive and binding for all
purposes of this Article ELEVENTH.
 
                           (d) As used in this Article ELEVENTH, the following
terms shall have the meanings indicated:
 
 
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                                    "Other Corporation" means any person, firm,
corporation or other entity, other than a Subsidiary of the Corporation, which
is the Beneficial Owner of 5% or more of the shares of stock of the Corporation
entitled to vote in the election of directors.
 
                                    "Subsidiary" means any corporation in which
the Corporation owns, directly or indirectly, more than 50% of the voting
securities.
 
                                    "Substantial Amount" means any securities of
the Corporation having a then fair market value of more than $500,000.
 
                                    An Other Corporation (as defined above)
shall be deemed to be the "Beneficial Owner" of stock if such Other Corporation
or any "affiliate" or "associate" of such Other Corporation (as those terms are
defined in Rule 12b-2 promulgated under the Securities and Exchange Act of 1934
(15 U.S.C. 78 aaa et seq.), as amended from time to time), directly or
indirectly, controls the voting of such stock or has any options, warrants,
conversion or other rights to acquire such stock.
 
                           (e) This Article ELEVENTH may not be amended, revised
or revoked, in whole or in part, except by the affirmative vote of the holders
of 66 2/3% of the shares of all classes of stock of the Corporation entitled to
vote for the election of directors, considered for the purposes of this Article
ELEVENTH as one class of stock.
 
         TWELFTH: No action required to be taken or that may be taken at any
annual or special meeting of stockholders of the Corporation may be taken by
written consent without a meeting, and the power of stockholders to consent in
writing, without a meeting, to the taking of any action is specifically denied.
 
         This Article TWELFTH may not be amended, revised or revoked, in whole
or in part, except by the affirmative vote of the holders of 66 2/3% of the
voting power of the shares of all classes of stock of the Corporation entitled
to vote for the election of directors, considered for the purposes of this
Article TWELFTH as one class of stock.
 
         THIRTEENTH:       The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
 
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         IN WITNESS WHEREOF, TriPath Imaging, Inc. has caused this Restated
Certificate of Incorporation to be signed by its President this 9th day of
August, 2002.
 
 
 
                                       TRIPATH IMAGING, INC.
 
 
 
                                       By: /s/ Paul R. Sohmer
                                          --------------------------------------
                                          Paul R. Sohmer, M.D.
                                          President and Chief Executive Officer