RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 OMNICARE, INC.
 
1.   The name of the corporation is OMNICARE, INC.
 
2.   The address of its registered office in the State of Delaware is No. 100
     West Tenth Street, in the City of Wilmington, County of New Castle. The
     name of its registered agent at such address is The Corporation Trust
     Company.
 
3.   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 General Corporation Law of Delaware.
 
4.   The total number of shares of stock which the Corporation shall have
     authority to issue is Two Hundred One Million (201,000,000), of which Two
     Hundred Million (200,000,000) shares of the par value of One Dollar ($1.00)
     each, amounting in the aggregate to Two Hundred Million Dollars
     ($200,000,000), shall be common stock and of which One Million (1,000,000)
     shares, without par value, shall be preferred stock.
 
     Authority is hereby expressly granted to and vested in the Board of
     Directors at any time, or from time to time, to issue the preferred stock
     in one or more series and, in connection with the creation of each such
     series, to fix by the resolution or resolutions providing for the issue of
     shares thereof the number of shares to be included in such series; the
     dividend rate; the redemption price or prices if any; the terms and
     conditions of the redemption of or purchase of the shares of such series;
     the terms and conditions on which such shares are convertible into common
     stock or any other securities, if they are convertible; and any and all
     other designations, preferences and relative, participating, optional,
     voting or other special rights and qualifications, limitations or
     restrictions thereof, of such series, to the full extent now or hereafter
     granted by the laws of the State of Delaware.
 
5.   A. The name and mailing address of each incorporator is as follows:
 
<TABLE>
<CAPTION>
NAME                              MAILING ADDRESS
----                              ---------------
<S>                              <C>
K. L. Husfelt                    100 West Tenth Street
                                 Wilmington, Delaware 19801
 
B. A. Schuman                    100 West Tenth Street
                                 Wilmington, Delaware 19801
 
M. A. Ferrucci                   100 West Tenth Street
                                 Wilmington, Delaware 19801
</TABLE>
 
 
 
 
 
<PAGE>
 
     B. The name and mailing address of each person, who is to serve as a
     director until the first annual meeting of the stockholders or until a
     successor is elected and qualified is as follows:
 
<TABLE>
<CAPTION>
       NAME                              MAILING ADDRESS
       ----                              ---------------
<S>                                   <C>
     E. L. Hutton                     1200 DuBois Tower
                                      Cincinnati, Ohio 45202
 
     W. F. Johnson                    1200 DuBois Tower
                                      Cincinnati, Ohio 45202
 
     J. L. Kenrich                    1200 DuBois Tower
                                      Cincinnati, Ohio 45202
</TABLE>
 
6.   The corporation is to have perpetual existence.
 
7.   In furtherance and not in limitation of the powers conferred by statute,
     the board of directors is expressly authorized:
 
          To make, alter or repeal the by-laws of the corporation.
 
8.   Elections of directors need not be by written ballot unless the by-laws of
     the corporation shall so provide.
 
     Meetings of stockholders may be held within or without the State of
     Delaware, as the by-laws may provide. The books of the corporation may be
     kept (subject to any provision contained in the statutes) outside the State
     of Delaware at such place or places as may be designated from time to time
     by the board of directors or in the by-laws of the corporation.
 
9.   A. Except as otherwise expressly provided in Clause B of this Paragraph 9:
 
     (i)  any merger or consolidation of the Corporation with or into any other
          corporation;
 
    (ii)  any sale, lease, exchange or other disposition of all or any
          substantial part of the assets of the Corporation to or with any other
          corporation, person or other entity;
 
   (iii)  the issuance or transfer of any securities of the Corporation to any
          other corporation, person or other entity in exchange for assets or
          securities or a combination thereof (except assets or securities or a
          combination thereof so acquired in a single transaction or a series of
          related transactions having an aggregate fair market value of less
          than $5,000,000); or
 
    (iv)  the issuance or transfer of any securities of the Corporation to any
          other corporation, person or other entity for cash;
 
     shall require the affirmative vote of the holders of at least a majority of
     the outstanding shares of capital stock of the Corporation which are not
     beneficially owned by such other corporation, person or other entity if, as
     of the record date for the determination of
 
 
 
 
 
<PAGE>
 
     stockholders entitled to notice thereof and to vote thereon, such other
     corporation, person or entity is the beneficial owner, directly or
     indirectly, of 10% or more of the outstanding shares of capital stock of
     the Corporation entitled to vote generally in the election of Directors,
     considered for the purposes of this Paragraph 9 as one class. Such
     affirmative vote shall be required notwithstanding the fact that no vote
     may be required, or that some lesser percentage may be specified, by law or
     in any agreement with any national securities exchange.
 
     B. The provisions of this Paragraph 9 shall not apply to any transaction
     described in clauses (i), (ii), (iii) or (iv) of Clause A of this Paragraph
     9, (i) with another corporation if a majority, by vote, of the outstanding
     shares of all classes of capital stock of such other corporation entitled
     to vote generally in the election of Directors, considered for this purpose
     as one class, is owned of record or beneficially by the Corporation and/or
     its subsidiaries; (ii) with another corporation, person or other entity if
     the Board of Directors of the Corporation shall by resolution have approved
     a memorandum of understanding with such other corporation, person or other
     entity with respect to and substantially consistent with such transaction
     prior to the time such other corporation, person or other entity became the
     beneficial owner, directly or indirectly, of 10% or more of the outstanding
     shares of capital stock of the Corporation entitled to vote generally in
     the election of Directors; or (iii) approved by resolution unanimously
     adopted by the whole Board of Directors of the Corporation at any time
     prior to the consummation thereof.
 
     C. For the purposes of this Paragraph 9, a corporation, person or other
     entity shall be deemed to be the beneficial owner of any shares of capital
     stock of the Corporation (i) which it has the right to acquire pursuant to
     any agreement, or upon exercise of conversion rights, warrants or options,
     or otherwise; or (ii) which are beneficially owned, directly or indirectly
     (including shares deemed owned through application of clause (i) above), by
     any other corporation, person or other entity with which it or its
     'affiliate' or 'associate' (as defined below) has any agreement,
     arrangement or understanding for the purpose of acquiring, holding, voting
     or disposing of capital stock of the Corporation or which is its
     'affiliate' or 'associate' as those terms were defined in Rule 12b-2 of the
     General Rules and Regulations under the Securities Exchange Act of 1934 as
     in effect on May 14, 1981. For the purposes of this Paragraph 9, the
     outstanding shares of any class of capital stock of the Corporation shall
     include shares deemed owned through the application of clauses (i) and (ii)
     of this Clause C but shall not include any other shares which may be
     issuable pursuant to any agreement, or upon exercise of conversion rights,
     warrants or options, or otherwise.
 
     D. The Board of Directors of the Corporation shall have the power and duty
     to determine for the purposes of this Paragraph 9, on the basis of
     information then known to it, whether (i) any other corporation, person or
     other entity beneficially owns, directly or indirectly, 10% or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of Directors, or is an 'affiliate' or 'associate'
     (as defined above) of another, (ii) any proposed sale, lease, exchange or
     other disposition of part of the assets of the Corporation involves a
     substantial part of the assets of the Corporation, (iii) assets or
     securities, or a combination thereof, to be acquired in exchange for
     securities of the Corporation, have an aggregate fair market value of less
     than $5,000,000 and whether the same are proposed to be acquired in a
     single transaction or a series of related transactions, and (iv) the
     memorandum of understanding referred to above is substantially consistent
     with the transaction to which it relates. Any such
 
 
 
 
 
<PAGE>
 
     determination by the Board shall be conclusive and binding for all purposes
     of this Paragraph 9.
 
10.  A Director or the entire Board of Directors of the Corporation may be
     removed without cause only by the holders of two-thirds of the shares then
     entitled to vote at an election of Directors, notwithstanding any provision
     of the General Corporation Law of the State of Delaware which may provide
     for such action to be taken by the holders of a lesser percentage of such
     shares. For purposes of this Section, the term "cause" shall mean (i)
     negligence or misconduct in the performance of his duties to the
     Corporation by a Director if he did not act in good faith and in a manner
     which he reasonably believed to be in or not opposed to the best interests
     of the Corporation; or (ii) the commission of an unlawful act by a Director
     which was committed in the capacity or a Director, officer, employee or
     agent of the Corporation provided he had reasonable cause to believe that
     his conduct was unlawful.
 
11.  To the full extent permitted by the General Corporation Law of the State of
     Delaware, as amended or interpreted from time to time, a director of the
     corporation shall not be liable to the corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director. Neither the
     amendment nor repeal of this Article Eleven, nor the adoption of any other
     provision of this certificate of incorporation that is inconsistent with
     this Article Eleven, shall eliminate or reduce the effect of this Article
     Eleven with respect to any matter occurring, or any cause of action, suit
     or claim that but for this Article Eleven would accrue or arise prior to
     such amendment, repeal or adoption.
 
12.  The Corporation shall, to the full extent permitted by the General
     Corporation Law of the State of Delaware, as amended or interpreted from
     time to time, indemnify all Directors, officers and employees whom it may
     indemnify pursuant thereto; and the Corporation may, to the full extent
     permitted thereby, indemnify agents of the Corporation or other persons.
 
13.  The Board of Directors of the Corporation, when evaluating any offer of
     another party to (i) make a tender or exchange offer for any equity
     security of the Corporation, (ii) merge or consolidate the Corporation with
     another corporation, or (iii) purchase or otherwise acquire all or
     substantially all of the properties and assets of the Corporation, shall,
     in connection with the exercise of its judgment in determining what is in
     the best interests of the Corporation and its stockholders, give due
     consideration to all relevant factors, including 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.
 
14.  The Corporation reserves the right to amend, alter, change or repeal any
     provision contained in its Certificate of Incorporation, in the manner now
     or hereafter provided by statute, and all rights conferred upon
     stockholders herein are granted subject to this reservation.
     Notwithstanding the foregoing, Paragraphs 7, 9, 10, 11 and 12 of the
     Corporation's Certificate of Incorporation may not be altered, amended or
     repealed unless two-thirds of the outstanding stock of each class entitled
     to vote thereon as a class, have been voted in favor of such action.