EYE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VISX, INCORPORATED
------------------------

VISX, INCORPORATED (the "Company"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"General Corporation Law"), having filed its original Certificate of
Incorporation on June 7, 1988, under the name of TTI Acquisition Corp., DOES
HEREBY CERTIFY: That the amendment and restatement of the Company's
Certificate of Incorporation was duly approved by the Company's Board of
Directors, and by a majority of the Company's Stockholders, in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware. Pursuant to Sections 242 and 245 of the General
Corporation Law, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of
Incorporation of the Company. The text of the Company's Certificate of
Incorporation as heretofore amended or supplemented is hereby amended and
restated in its entirety to read as follows:

I: The name of the Company is VISX, Incorporated.

II: The address of its registered office in the State of Delaware is
1209 Orange Street, City of Wilmington, County of New Castle, Delaware
19801
. The name of the registered agent at such address is The Corporation
Trust Company.

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 General Corporation Law of Delaware.

IV: The total number of shares of all classes of stock that the
Company is authorized to issue is ninety million (90,000,000)
shares of Common Stock with a par value of $0.01 per share.

V: The Company reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights and powers conferred
herein upon stockholders and directors are granted subject to this
reservation.

VI: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, alter or
repeal the Bylaws of the Company.

VII: Meetings of stockholders shall be held at such place, within or
without the State of Delaware, as may be designated by or in the manner
provided in the Bylaws, or, if not so designated, at the registered office
of the Company in the State of Delaware. Elections of directors need not be
by written ballot unless and to the extent that the Bylaws so provide.

VIII: To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of this
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Without limiting the
foregoing in any respect, a director of this Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director,


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except for liability (1) for any breach of the director's duty of loyalty to
the Company or its stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3)
under Section 174 of the Delaware General Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit.

IX: (A) RIGHT TO INDEMNIFICATION.

(1) Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she,
or a person of whom he or she is the legal representative, is or was
a director or officer of the Company, including service with respect
to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer , employee or agent, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide
prior to such amendment), against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit
of his or her heirs, executors and administrators.

(2) The Company shall indemnify and hold harmless in such manner
any person who was or is made a party or is threatened to be made a
party to a proceeding by reason of the fact that he, she or a person
of whom he or she is the legal representative, is or was serving at
the request of the Company as a director, officer, employee or agent
of another corporation or a partnership, joint venture, trust or
other enterprise;

(3) Notwithstanding the foregoing, except as provided in
paragraph IX(B) below, the Company shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Company. In
the event a director or officer of the Company shall serve as a
director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise in which the Company
maintains an investment it shall be conclusively presumed for
purposes of the indemnification provided for in subsection (A)(2)
above that such service has been undertaken at the request of the
Company. The foregoing presumption shall apply regardless of whether
such director or officer is serving such entity at the request of a
third party or that his or her service with such entity was commenced
prior to the effectiveness of this Article of the Certificate of
Incorporation or prior to his or her becoming an officer or director
of the Company. The right to indemnification conferred in subsection
(A)(1) above shall be a contract right based upon an offer from the
Company which shall be deemed to be accepted by such person's service
or continued service with the Company for any period after the
adoption of this Article of the Certificate of Incorporation and
shall include the right to be paid by the Company the expenses
incurred in defending any such proceeding in advance of its final
disposition; PROVIDED, HOWEVER, that (if the Delaware General
Corporation Law requires) the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the
final disposition of a proceeding shall be made only upon delivery to
the Company of an undertaking, by or on behalf of such director or
officer, to repay all


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amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this
Section or otherwise. The Company may, by action of its Board of
Directors, provide indemnification to employees or agents of the
Company with the same scope and effect as the foregoing
indemnification of directors and officers.

(B) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under subsection
IX(A)(1) of this Article is not paid in full by the Company within thirty
days after a written claim has been received by the Company, the claimant
may at any time thereafter bring suit against the Company to recover the
unpaid amount of the claim, and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Company) that
the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the Company to
indemnify the claimant for the amount claimed. Neither the failure of the
Company (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Company (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable
standard of conduct.

(C) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.

(D) INSURANCE. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or
not the Company would have the power to indemnify such person against
such expense, liability or loss under the Delaware Corporation Law.

X: Whenever a compromise or arrangement is proposed between the Company
and its creditors or any class of them and/or between the Company and its
stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of the
Company or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Company under the provisions of
Section 291 Title 8 of the Delaware Code or on the application of trustees
in dissolution or any receiver or receivers appointed for the Company under
the provisions of Section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors, and/or of the stockholders
or class of stockholders of the Company, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Company, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Company as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors and/or on all
the stockholders or class of stockholders of the Company, as the case may
be, and also on the Company.

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RESOLVED FURTHER, that the foregoing Amended and Restated Certificate of
Incorporation is hereby approved and adopted.


IN WITNESS WHEREOF, VISX, INCORPORATED has caused this Restated Certificate
to be signed by Mark B. Logan, its President and Chief Executive Officer, this
20th day of September , 1996.

VISX, INCORPORATED

By: /s/ Mark B. Logan
-----------------------------------
Mark B. Logan
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

 

Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On June 3, 1999, the Registrant filed a Certificate of Amendment (the ďAmendmentĒ) to its Restated Certificate of Incorporation to, among other things, increase its total number of shares of all classes of stock that the Registrant is authorized to issue from 90,000,000 to 180,000,000 shares of Common Stock. The Amendment was disclosed, and ultimately approved by, the Registrantís stockholders in the Registrantís proxy statement filed on April 2, 1999.

The information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which was not filed previously through an inadvertent oversight but is filed herewith as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.