EXHIBIT 3.1
 
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                     ORTHODONTIC CENTERS OF AMERICA, INC.
 
  Orthodontic Centers of America, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby
certify as follows:
 
  (a) The current name of the Corporation is Orthodontic Centers of America,
Inc. The original Certificate of Incorporation of the Corporation was filed
with the Delaware Secretary of State on July 29, 1994.
 
  (b) Pursuant to and in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware, this Restated Certificate of
Incorporation restates and further amends the provisions of the current
Restated Certificate of Incorporation of the Corporation.
 
  (c) This Restated Certificate of Incorporation was duly proposed and adopted
in accordance with the provisions of Sections 242 and 245 of the General
Corporate Law of the State of Delaware, upon recommendation of the Board of
Directors, at an annual meeting of the stockholders of the Corporation on May
19, 1997, by the affirmative vote of the holders of a majority of the shares
of Common Stock present or represented at such annual meeting.
 
  (d) The text of the current Restated Certificate of Incorporation of the
Corporation is hereby restated and further amended to read in its entirety as
follows:
 
                                   ARTICLE I
 
                                     NAME
 
  The name of the corporation is ORTHODONTIC CENTERS OF AMERICA, INC. (the
"Corporation").
 
                                  ARTICLE II
 
                          REGISTERED OFFICE AND AGENT
 
  The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
Delaware 19805. The name of the registered agent of the Corporation in the
State of Delaware at the registered office is Corporation Service Company.
 
                                  ARTICLE III
 
                                   PURPOSES
 
  The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any and all lawful act or activity for which
corporations may be organized under the General Corporation Law of the State
of Delaware as now or hereinafter in force. The Corporation shall possess and
exercise all of the powers and privileges granted by the General Corporation
Law of the State of Delaware, by any other law or by this Certificate,
together with all such powers and privileges incidental thereto as may be
necessary or convenient to the conduct, promotion or attainment of the
purposes of the Corporation.
 
<PAGE>
 
                                  ARTICLE IV
 
                                CAPITALIZATION
 
  The Corporation shall have authority, acting by its Board of Directors, to
issue one hundred ten million (110,000,000) shares of capital stock as
follows:
 
  (a) One hundred million (100,000,000) shares of common stock, $.01 par value
per share (the "Common Stock"), such shares entitled to one (1) vote per share
on any matter on which shareholders of the Corporation are entitled to vote
and such shares being entitled to participation in dividends and to receive
the remaining net assets of the Corporation upon dissolution, subject to the
rights of any holders of any shares of Preferred Stock having a liquidation
preference over the Common Stock.
 
  (b) Ten million (10,000,000) shares of preferred stock, $.01 par value per
share (the "Preferred Stock"), which may be issued from time to time in one or
more series and entitled to such preferences to the Common Stock as to
dividends and distribution of assets of the Corporation on dissolution and
shall have such distinctive designations as determined by the Board of
Directors, with full power and authority to fix the number of shares
constituting such series and to fix the relative rights and preferences of the
shares of the series so established to the full extent allowable by law, with
respect to dividends, redemptions, payment on liquidation, sinking fund
provisions, conversion privileges and voting rights. All shares of the
Preferred Stock shall be of equal rank and shall be identical, except in
respect to the particulars that may be fixed by the Board of Directors as
hereinabove provided and which may vary among the series. Different series of
the Preferred Stock shall not be construed to constitute different classes of
stock for the purpose of voting by classes, except when such voting by classes
is expressly required by law.
 
  (c) The number of authorized shares of any class may be increased or
decreased (but not below the number of such shares then outstanding) by the
affirmative vote of the holders of a majority of all classes of stock of the
Corporation entitled to vote.
 
                                   ARTICLE V
 
                              BOARD OF DIRECTORS
 
  The Board of Directors of the Corporation shall consist of not less than two
(2) nor more than fifteen (15) directors, the exact number to be fixed and
determined from time to time by resolution of a majority of the Board of
Directors. The directors shall be divided into three (3) classes, designated
Class I, Class II and Class III, of as nearly equal size as possible, as
designated by the Board of Directors. The initial Class I directors shall be
elected for a term expiring at the 1995 annual meeting of shareholders, the
initial Class II directors shall be elected for a term expiring at the 1996
annual meeting of shareholders, and the initial Class III directors shall be
elected for a term expiring at the 1997 annual meeting of shareholders. At
each succeeding annual meeting, successors to the class of directors whose
term expires at the annual meeting shall be elected for a term of three years
and shall serve until their successors are elected and qualified. If the
number of directors is changed, any increase or decrease will be apportioned
by action of the Board of Directors among the classes so as to maintain the
number of directors in each class as nearly equal as possible, with any
additional director of any class elected to fill a vacancy resulting from an
increase in such class holding office for a term that coincides with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten a term of any incumbent director.
<PAGE>
 
                                  ARTICLE VI
 
                 LIMITATION ON PERSONAL LIABILITY OF DIRECTORS
 
  A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director except for liability: (a) for any breach of the director's
duty of loyalty to the Corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (c) under Section 174 of the General Corporation Law
of the State of Delaware (or the corresponding provision of any successor act
or law); and (d) for any transaction from which the director derived an
improper personal benefit. If the law of the State of Delaware is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors or officers or expanding such liability, then
the liability of directors or officers to the Corporation or its shareholders
shall be limited or eliminated to the fullest extent permitted by law of the
State of Delaware as so amended from time to time. Any repeal or modification
of the provisions of this Article VI, either directly or by the adoption of an
inconsistent provision of these Articles, shall be prospective only and shall
not adversely affect any right or protection set forth herein existing in
favor of a particular individual at the time of such repeal or modification.
 
                                  ARTICLE VII
 
                                INDEMNIFICATION
 
  (a) The Corporation shall indemnify, and upon request shall advance expenses
to, in the manner and to the fullest extent permitted by law, any officer or
director (or the estate of any such person) who was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan (an "indemnitee"). The Corporation may, to the fullest
extent permitted by law, purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan
against any liability which may be asserted against such person. To the
fullest extent permitted by law, the indemnification and advances provided for
herein shall include expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement. The indemnification provided
herein shall not be deemed to limit the right of the Corporation to indemnify
any other person for any such expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement to the fullest extent permitted by law,
both as to action in his official capacity and as to action in another
capacity while holding such office.
 
  (b) Notwithstanding the foregoing, the Corporation shall not indemnify any
such indemnitee who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
Corporation to secure a judgment in its favor against such indemnitee with
respect to any claim, issue or matter as to which the indemnitee shall have
been adjudged to be liable to the Corporation, unless and only to the extent
that, the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such indemnitee is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
 
  (c) The rights to indemnification and advancement of expenses set forth in
this Article VII are intended to be greater than those which are otherwise
provided for in the General Corporation Law of the State of Delaware, are
contractual between the Corporation and the person being indemnified, his
heirs, executors and administrators, and, with respect to this Article VII are
mandatory, notwithstanding a person's failure to meet the standard of conduct
required for permissive indemnification under the General Corporation Law of
the State
<PAGE>
 
of Delaware, as amended from time to time. The rights to indemnification and
advancement of expenses set forth in this Article VII are nonexclusive of
other similar rights which may be granted by law, these Articles, the Bylaws,
a resolution of the Board of Directors or shareholders or an agreement with
the Corporation, which means of indemnification and advancement of expenses
are hereby specifically authorized.
 
  (d) Any repeal or modification of the provisions of this Article VII, either
directly or by the adoption of an inconsistent provision of these Articles,
shall be prospective only and shall not adversely affect any right or
protection set forth herein existing in favor of a particular individual at
the time of such repeal or modification. In addition, if an amendment to the
General Corporation Law of the State of Delaware limits or restricts in any
way the indemnification rights permitted by law as of the date hereof, such
amendment shall apply only to the extent mandated by law and only to
activities of persons subject to indemnification under this Article VII which
occur subsequent to the effective date of such amendment.
 
                                 ARTICLE VIII
 
                             REMOVAL OF DIRECTORS
 
  Any director of the Corporation may be removed only for cause (a) by the
vote of holders of two-thirds ( 2/3) of the voting power of the Corporation;
or (b) by the unanimous vote of all of the other members of the Board of
Directors. Cause shall mean the director's willful dishonesty towards, fraud
upon, or deliberate injury or attempted injury to, the Corporation.
 
                                  ARTICLE IX
 
                                  AMENDMENTS
 
  (a) Notwithstanding any of the provisions of these Articles or the Bylaws of
the Corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Articles or the Bylaws of the Corporation) the
affirmative vote of the holders of at least two-thirds ( 2/3) of the voting
power of the Corporation shall be required to repeal, or amend or adopt any
provision inconsistent with, Articles V, VI, VII, VIII or IX.
 
  (b) The Board of Directors reserves the right from time to time to amend,
alter, change or repeal any provision contained in these Articles in the
manner now or hereinafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
 
                                   ARTICLE X
 
                               PREEMPTIVE RIGHTS
 
  The holders of stock of the Corporation shall have no preemptive or
preferential right to subscribe for or purchase any stock or securities of the
Corporation.
<PAGE>
 
                                  ARTICLE XI
 
                              PERPETUAL EXISTENCE
 
  The period of existence of the Corporation shall be perpetual.
 
  IN WITNESS WHEREOF, I have signed this Restated Certificate of Incorporation
this 23rd day of May, 1997 and acknowledge the same to be my act and deed and
the facts stated herein to be true.
 
                                           /s/ Bartholomew F. Palmisano, Sr.
                                          -------------------------------------
                                              Bartholomew F. Palmisano, Sr.
                                               Chief Financial Officer and
                                                  Senior Vice President
 
ATTEST:
 
 /s/ Bartholomew F. Palmisano, Jr.
- -------------------------------------
    Bartholomew F. Palmisano, Jr.
         Assistant Secretary