CNMD

RESTATED CERTIFICATE OF INCORPORATION
OF
CONMED CORPORATION

Under Section 807 of the Business Corporation Law


FIRST. The name of the corporation is CONMED Corporation (the
"Corporation").

SECOND. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
Business Corporation Law of the State of New York but not to engage in any act
or activity requiring the consent or approval of any State official, department,
board, agency or other body without such consent or approval first being
obtained.

THIRD. The office of the Corporation in the State of New York
is to be located in the City of
Utica, County of Oneida.

FOURTH. The aggregate number of shares of stock which the
Corporation shall have the authority to issue is 100,500,000, of which the
Corporation shall have the authority to issue 100,000,000 shares of the par
value of $.01 per share shall be designated as Common Stock ("Common Stock"),
and 500,000 shares of the par value of $.01 per share shall be designated as
Preferred Stock ("Preferred Stock").

The relative rights, preferences and limitations of the shares
of such classes of stock are as follows:

1. The Preferred Stock may be issued from time to time by the
Board of Directors as shares of one or more series of Preferred Stock,
and the Board of Directors is expressly authorized, prior to issuance,
in the resolution or resolutions providing for the issue of shares of
each particular series, to establish and designate each particular
series and to fix the rights, preferences and limitations of each
particular series, and the relative rights, preferences and limitations
between series, as follows:

(a) The distinctive serial designation of such series
which shall distinguish it from other series;
(b) The number of shares included in such series,
which number may be increased or decreased from time to time
unless otherwise provided by the Board of Directors in
creating such series;
(c) The annual or other dividend rate or rates (or
method of determining such rate or rates) for shares of such
series and the date or dates upon which such dividends shall
be payable;
(d) Whether dividends on the shares of such series
shall be cumulative, and, in the case of shares of any series
having cumulative dividend
rights, the date or dates (or method of determining such date
or dates) from which dividends on the shares of such series
shall be cumulative;
(e) The amount or amounts which shall be paid out of
the assets of the Corporation to the holders of the shares of
such series upon voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation;
(f) The price or prices (cash or otherwise) at which,
the period or periods within which and the terms and
conditions upon which the shares of such series may be
purchased, redeemed or acquired (by exchange or otherwise), in
whole or in part, at the option of the Corporation;
(g) Provision or provisions, if any, for the
Corporation to purchase, redeem or acquire (by exchange or
otherwise), in whole or in part, shares of such series
pursuant to a sinking or other similar fund, and the price or
prices (cash or otherwise) at which, the second period or
periods within which and the terms and conditions upon which
the shares of such series shall be purchased, redeemed or
acquired, in whole or in part, pursuant to such provision or
provisions;
(h) The period or periods within which and the terms
and conditions, if any, including the price or prices or the
rate or rates of conversion or exchange and the terms and
conditions of any adjustments thereof, upon which the shares
of such series shall be convertible or exchangeable at the
option of the holder into shares of any class of stock or into
shares of any other series of Preferred Stock, except into
shares having rights or preferences as to dividends or the
distribution of assets upon liquidation, dissolution or
winding up of the Corporation which are prior or superior in
rank to those of the shares being converted or exchanged;
(i) The voting rights, if any, of the shares of such
series in addition to those required by law, including the
number of votes per share and any requirement for the approval
by the holders of up to 66 2/3% of all shares of Preferred
Stock, or of the shares of one or more series, or of both, as
a condition to specified corporate action or amendments to the
Certificate of Incorporation;
(j) Any other relative rights, preferences or
limitations of the shares of such series not inconsistent
herewith or with applicable law.

2. All issued and outstanding Preferred Stock (a) shall rank
prior or superior to the Common Stock in respect of the right to
receive dividends and the right to receive payments out of the assets
of the Corporation upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, (b) shall be of equal
rank, regardless of series, and (c) shall be identical in all respects
except as provided in paragraph 1 of this Article FOURTH. The shares of
any particular series of the Preferred Stock shall be identical with
each other in all respects except as to the dates from and after which
dividends thereon shall be cumulative. In case the stated dividends or
the amounts payable on liquidation are not paid in full, the shares of
all series of the Preferred Stock shall share ratably in the payment of
dividends, including accumulations, if any, in accordance with the sums
which would be payable on such shares if all dividends were declared
and paid in full, and in any distribution of assets other than by way
of dividends in accordance with the sums which would be payable on such
distributions if all sums payable were discharged in full. All
Preferred Stock redeemed, purchased or otherwise acquired by the
Corporation (including shares surrendered for conversion or exchange or
acquired by exchange or otherwise) shall be cancelled and thereupon
restored to the status of authorized but unissued shares of Preferred
Stock undesignated as to series.

3. No holder of Common Stock or of Preferred Stock shall be
entitled as a matter of right to subscribe for, purchase or receive, or
have any preferential or pre-emptive right with respect to, any part of
any new or additional issue of stock of any class or series whatsoever,
or any options or warrants for such stock, or any rights to subscribe
for or purchase such stock, or of securities convertible into or
exchangeable for any stock of any class or series whatsoever, whether
now or hereafter authorized and whether issued for cash or other
consideration or by way of dividend or otherwise.

4. Except as may from time to time be required by law and
except as otherwise may be provided by the Board of Directors in
accordance with paragraph 1 of this Article FOURTH in respect of any
particular series of Preferred Stock, all voting rights of the
Corporation shall be vested exclusively in the holders of the Common
Stock who shall be entitled to one vote per share on all matters.

FIFTH. The Secretary of State of the State of New York is
designated as agent of the Corporation upon whom process in any action or
proceeding against it may be served. The address to which the Secretary of State
shall mail a copy of any process against the Corporation served upon him is c/o
Eugene R. Corasanti, 310 Broad Street, Utica, New York 13501.

SIXTH. By-laws of the Corporation may be adopted, amended or
repealed by the Board of Directors of the Corporation by the vote of a majority
of the directors present at a meeting of the Board at which a quorum is present.

IN WITNESS WHEREOF, we have subscribed and affirm as true
under the penalties of perjury this Restated Certificate of Incorporation this
28th day of July, 1983.

/s/ Eugene R. Corasanti /s/ Robert E. Remmell
----------------------- ----------------------
Eugene R. Corasanti Robert E. Remmell
President Assistant Secretary
310 Broad Street 185 Genesee Street
Utica, New York 13501 Utica, New York 13501