CEPH

RESTATED CERTIFICATE OF INCORPORATION
OF
CEPHALON, INC.

FIRST: The name of the corporation is Cephalon, 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. The name of the registered agent of the
corporation at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporation may be
organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is one hundred-five million (105,000,000), of
which one hundred million (100,000,000) shares are Common Stock and five million
(5,000,000) shares are Preferred Stock, and the par value of each of such shares
is one cent ($0.01), amounting in the aggregate to one million fifty thousand
dollars ($1,050,000).

DIVISION ONE--PREFERRED STOCK

Part A - General Terms

The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of the Article FOURTH, to provide for the
issuance of the shares of Preferred Stock in 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
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

The authority of the Board with respect to each such series shall
include, but not 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 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 that
series;
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(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 date 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;

(h) Any other relative rights, preferences and limitations of that
series.

Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the Common Stock with respect to the same
dividend period.

If upon any voluntary or involuntary liquidation, dissolution or winding up
of the corporation, the assets available for distribution to holders of shares
of Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.

Part B - Designation, Preferences, and Rights of
the Series A Junior Participating Preferred Shares

The first series of the Preferred Stock authorized in this Part B consists
of one million (1,000,000) shares designated as Series A Junior Participating
Preferred Shares (the "Series A Preferred Shares").

Section 1. Dividends and Distributions.
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(a) The rate of dividends payable per share of Series A Preferred
Shares on the first day of January, April, July and October in each year or
such other quarterly payment date as shall be specified by the Board of
Directors (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly

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Dividend Payment Date after the first issuance of a share or fraction of a
share of the Series A Preferred Shares, shall be (rounded to the nearest
cent) equal to the greater of (i) $1.00 or (ii) subject to the provision
for adjustment hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share amount
(payable in cash, based upon the fair market value at the time the non-cash
dividend or other distribution is declared or paid as determined in good
faith by the Board of Directors) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, $.01 par value, of the
corporation since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since
the first issuance of any share or fraction of a share of the Series A
Preferred Shares. Dividends on the Series A Preferred Shares shall be paid
out of funds legally available for such purpose. In the event the
corporation shall at any time after November 12, 1993 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding shares of Common
Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, then in each such case the amounts to which
holders of Series A Preferred Shares were entitled immediately prior to
such event under clause (ii) of the preceding sentence shall be adjusted by
multiplying each such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

(b) Dividends shall begin to accrue and be cumulative on outstanding
Series A Preferred Shares from the Quarterly Dividend Payment Date next
preceding the date of issue of such Series A Preferred Shares, unless the
date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of Series A Preferred Shares
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on
the Series A Preferred Shares in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro-rata on a share-by-share basis among all such shares at the
time outstanding.

Section 2. Voting Rights. In addition to any other voting rights
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required by law, the holders of Series A Preferred Shares shall have the
following voting rights:

(a) Subject to the provision for adjustment hereinafter set forth,
each Series A Preferred Share shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the corporation.
In the event the corporation shall at any time after the Rights Declaration
Date (i) declare any dividend on Common Stock payable in

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shares of Common Stock, (ii) subdivide the outstanding shares of Common
Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, then in each such case the number of votes per
share to which holders of Series A Preferred Shares were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

(b) In the event that dividends upon the Series A Preferred Shares
shall be in arrears to an amount equal to six full quarterly dividends
thereon, the holders of such Series A Preferred Shares shall become
entitled to the extent hereinafter provided to vote noncumulatively at all
elections of directors of the corporation, and to receive notice of all
stockholders' meetings to be held for such purpose. At such meetings, to
the extent that directors are being elected, the holders of such Series A
Preferred Shares voting as a class shall be entitled solely to elect two
members of the Board of Directors of the corporation; and all other
directors of the corporation shall be elected by the other stockholders of
the corporation entitled to vote in the election of directors. Such voting
rights of the holders of such Series A Preferred Shares shall continue
until all accumulated and unpaid dividends thereon shall have been paid or
funds sufficient therefor set aside, whereupon all such voting rights of
the holders of shares of such series shall cease, subject to being again
revived from time to time upon the reoccurrence of the conditions above
described as giving rise thereto.

At any time when such right to elect directors separately as a class
shall have so vested, the corporation may, and upon the written request of
the holders of record of not less than 20% of the then outstanding total
number of shares of all the Series A Preferred Shares having the right to
elect directors in such circumstances shall, call a special meeting of
holders of such Series A Preferred Shares for the election of directors.
In the case of such a written request, such special meeting shall be held
within 90 days after the delivery of such request, and, in either case, at
the place and upon the notice provided by law and in the By-laws of the
corporation; provided, that the corporation shall not be required to call
such a special meeting if such request is received less than 120 days
before the date fixed for the next ensuing annual or special meeting of
stockholders of the corporation. Upon the mailing of the notice of such
special meeting to the holders of such Series A Preferred Shares, or, if no
such meeting be held, then upon the mailing of the notice of the next
annual or special meeting of stockholders for the election of directors,
the number of directors of the corporation shall, ipso facto, be increased
to the extent, but only to the extent, necessary to provide sufficient
vacancies to enable the holders of such Series A Preferred Shares to elect
the two directors hereinabove provided for, and all such vacancies shall be
filled only by vote of the holders of such Series A Preferred Shares as
hereinabove provided. Whenever the number of directors of the corporation
shall have been increased, the number as so increased may thereafter be
further increased or decreased in such manner as may be permitted by the
By-laws and without the vote of the holders of Series A Preferred Shares,
provided that no such action shall impair the right of

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the holders of Series A Preferred Shares to elect and to be represented by
two directors as herein provided.

So long as the holders of Series A Preferred Shares are entitled
hereunder to voting rights, any vacancy in the Board of Directors caused by
the death or resignation of any director elected by the holders of Series A
Preferred Shares, shall, until the next meeting of shareholders for the
election of directors, in each case be filled by the remaining director
elected by the holders of Series A Preferred Shares having the right to
elect directors in such circumstances.

Upon termination of the voting rights of the holders of any series of
Series A Preferred Shares the terms of office of all persons who shall have
been elected directors of the corporation by vote of the holders of Series
A Preferred Shares or by a director elected by such holders shall forthwith
terminate.

(c) Except as otherwise provided herein, in the articles of the
corporation or by law, the holders of Series A Preferred Shares and the
holders of Common Stock (and the holders of shares of any other series or
class entitled to vote thereon) shall vote together as one class on all
matters submitted to a vote of stockholders of the corporation.

Section 3. Reacquired Shares. Any Series A Preferred Shares
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purchased or otherwise acquired by the corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All
such shares shall upon their cancellation become authorized but unissued
Series Preferred Stock and may be reissued as part of a new series of
Series Preferred Stock to be created by resolution or resolutions of the
Board of Directors.

Section 4. Liquidation, Dissolution or Winding Up. In the event of
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any voluntary or involuntary liquidation, dissolution or winding up of the
corporation, the holders of Series A Preferred Shares shall be entitled to
receive the greater of (a) $9,000.00 per share, plus accrued dividends to
the date of distribution, whether or not earned or declared, or (b) an
amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount to be distributed per share
to holders of Common Stock. In the event the corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding shares of
Common Stock, or (iii) combine the outstanding shares of Common Stock into
a smaller number of shares, then in each such case the amount to which
holders of Series A Preferred Shares were entitled immediately prior to
such event pursuant to clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

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Section 5. Consolidation, Merger, etc. In case the corporation shall
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enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
the Series A Preferred Shares shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or
(iii) combine the outstanding shares of Common Stock into a smaller number
of shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A
Preferred Shares shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.

Section 6. No Redemption. The Series A Preferred Shares shall not be
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redeemable.

Section 7. Ranking. The Series A Preferred Shares shall rank junior
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to all other series of the corporation's Series Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.

Section 8. Fractional Shares. Series A Preferred Shares may be
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issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series A Preferred Shares.

FIFTH: The Board of Directors is authorized to make, alter or repeal the
By-laws of the corporation. Election of directors need not be by ballot.

SIXTH: 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 hereafter amended
to authorize, with the approval of a corporation's stockholders, further
reductions in the liability of the corporation's directors for breach of
fiduciary duty, then a Director of the corporation shall not be liable for any
such breach 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 SIXTH by the stockholders of the

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corporation shall not adversely affect any right or protection of a Director of
the corporation existing at the time of such repeal or modification.