CERTIFICATE OF INCORPORATION OF
                                 LHC GROUP, INC.
                             A DELAWARE CORPORATION
 
     I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:
 
                                   ARTICLE I
 
         The name of the corporation is LHC Group, Inc. (the "Corporation").
 
                                   ARTICLE II
 
         The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801. The name of its registered agent at
such address is The Corporation Trust Company.
 
                                  ARTICLE III
 
         The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
 
                                   ARTICLE IV
 
         The Corporation is authorized to issue two classes of stock to be
designated common stock ("Common Stock") and preferred stock ("Preferred
Stock"). The number of shares of Common Stock authorized to be issued is forty
million (40,000,000), par value $0.01 per share, and the number of shares of
Preferred Stock authorized to be issued is five million (5,000,000), par value
$0.01 per share.
 
         The Preferred Stock may be issued from time to time in one or more
series, without further stockholder approval. The Board of Directors is hereby
authorized, in the resolution or resolutions adopted by the Board of Directors
providing for the issue of any wholly unissued series of Preferred Stock, within
the limitations and restrictions stated in this Certificate of Incorporation, to
fix the designations, preferences and relative, participating, optional, or
other special rights, and qualifications, limitations or restrictions thereof,
including, without limitation, the authority to fix or alter the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions), the redemption price or prices,
and the liquidation preferences of any wholly unissued series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or any of them, and to increase or decrease the number of shares of any
series subsequent to the issue of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall
resume the
 
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status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
 
                                   ARTICLE V
 
         The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
 
         A.     The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by statute or by this Certificate of
Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.
 
         B.     The directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide.
 
         C.     Following the effective date of the Corporation's registration
statement filed pursuant to the Securities Act of 1933, as amended, and prepared
in connection with the Corporation's initial public offering (the "IPO Date"),
any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.
 
                                   ARTICLE VI
 
         The number of directors of the Corporation shall be fixed from time to
time by the Board of Directors pursuant to a resolution adopted by a majority of
the Whole Board. For purposes of this Certificate of Incorporation, the term
"Whole Board" shall mean the total number of authorized directors whether or not
there exist any vacancies in previously authorized directorships.
 
         Following the IPO Date, the Board of Directors shall be divided into
three classes: Class I, Class II and Class III. Such classes shall be as nearly
equal in number of directors as possible. Each director shall serve for a term
ending on the third annual meeting of stockholders following the annual meeting
of stockholders at which such director was elected; provided, however, that the
directors first elected to Class I shall serve for a term ending on the
Corporation's first annual meeting of stockholders following the effectiveness
of this Article, the directors first elected to Class II shall serve for a term
ending on the Corporation's second annual meeting of stockholders following the
effectiveness of this Article and the directors first elected to Class III shall
serve for a term ending on the Corporation's third annual meeting of
stockholders following the effectiveness of this Article. The foregoing
notwithstanding, each director shall serve until such director's successor shall
have been duly elected and qualified, or until such director's prior death,
resignation, retirement, disqualification or other removal.
 
 
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         At each annual election, directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed unless, by
reason of any intervening changes in the authorized number of directors, the
Board of Directors shall designate one or more directorships whose term then
expires as directorships of another class in order more nearly to achieve
equality of number of directors among the classes.
 
         Notwithstanding the rule that the three classes shall be as nearly
equal in number of directors as possible, in the event of any change in the
authorized number of directors, each director then continuing to serve as such
shall nevertheless continue as a director of the class of which such director is
a member until the expiration of such director's current term, or such
director's prior death, resignation, retirement, disqualification or other
removal. If any newly created directorship may, consistently with the rule that
the three classes shall be as nearly equal in number of directors as possible,
be allocated to more than one class, the Board of Directors shall allocate it to
that of the available class whose term of office is due to expire at the
earliest date following such allocation.
 
         Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least a majority of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
 
                                   ARTICLE VII
 
         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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article VIII 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 Delaware General Corporation Law as so amended.
 
         Any repeal or modification of the foregoing provisions of this Article
VII 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, or
increase the liability of any director of this Corporation with respect to any
acts or omissions of such director occurring prior to, such repeal or
modification.
 
                                  ARTICLE VIII
 
         The Board of Directors is expressly empowered to adopt, amend or repeal
any or all of the Bylaws of the Corporation. Any adoption, amendment or repeal
of the Bylaws of the Corporation by the Board of Directors shall require the
approval of a majority of the Whole Board. The stockholders shall also have
power to adopt, amend or repeal the Bylaws of the
 
 
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Corporation; provided, however, that, in addition to any vote of the holders of
any class or series of stock of the Corporation required by law or by this
Certificate of Incorporation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to adopt, amend or repeal any provision of the Bylaws of the
Corporation.
 
                                   ARTICLE IX
 
         In addition to any vote of the holders of any class or series of the
stock of this Corporation required by law or by this Certificate of
Incorporation, 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 generally in the election of directors, voting together as a
single class, shall be required to amend or repeal the provisions of Article I,
Article II, Article III and Article IV of this Certificate of Incorporation.
Notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal any provision of this Certificate of Incorporation not specified in the
preceding sentence.
 
                                    ARTICLE X
 
     The incorporator of the corporation is Peter C. November, II, whose
mailing address is Alston & Bird, LLP, 1201 West Peachtree Street, Atlanta,
Georgia 30309.
 
                                   ARTICLE XI
 
         The powers of the incorporator are to terminate upon the filing of this
Certificate of Incorporation with the Secretary of State of the State of
Delaware. The name and mailing address of the person who shall serve as the
initial director of the corporation until his successor is duly elected and
qualified is Keith G. Myers, LHC Group, Inc., 420 West Pinhook Rd., Suite A,
Lafayette, LA 70503.
 
 
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         IN WITNESS WHEREOF, this Certificate of Incorporation has been executed
by the undersigned this 20th day of January, 2005.
 
 
                                              /s/ Peter C. November II
                                              ----------------------------------
                                              Peter C. November II, Incorporator