Certificate of Incorporation - HealthSouth Corp.


                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             HEALTHSOUTH CORPORATION


         HEALTHSOUTH Corporation, a corporation organized and existing under the
laws of the State of Delaware (the 'Corporation'), hereby certifies as follows:

         1. The name of the Corporation is HEALTHSOUTH Corporation.

         The Corporation was originally incorporated under the name AMCARE, Inc.
The date of filing its original  Certificate of Incorporation with the Secretary
of State was February 22, 1984.

         2. This  Restated  Certificate  of  Incorporation  further  amends  and
restates  the  Restated  Certificate  of  Incorporation  of the  Corporation  by
inserting therein a new Article FOURTH.

         3. The text of the Restated Certificate of Incorporation, as amended or
supplemented  heretofore,  is further amended hereby to read as herein set forth
in full:

         'FIRST: The name of the Corporation is HEALTHSOUTH Corporation.







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

         THIRD:  The nature of the  business  or  purposes  to be  conducted  or
promoted are:

                  (a) To  engage  in the  business  of  providing  comprehensive
         rehabilitation  and clinical  healthcare  services on an ambulatory and
         inpatient basis in rehabilitation  clinics and hospitals to the general
         public through the provision of physician  services,  physical therapy,
         social   and/or    psychological,    respiratory    therapy,    cardiac
         rehabilitation,  pulmo-  nary  rehabilitation,   occupational  therapy,
         speech pathology,  prosthetic and orthotic devices, nursing care, drugs
         and biologicals,  supplies, appliances and equipment and other services
         and to do any and all things  necessary  and  appropriate  to carry out
         such business effectively,  including,  without limitation, the owning,
         leasing,  management  and  operation  of medical  facilities  and other
         physical properties,  either directly or indirectly, or in concert with
         others.

                  (b)  To  engage  in  any  lawful  act or  activity  for  which
         corporations may be organized under the General  Corporation Law of the
         State of Delaware.


         FOURTH: The total number of shares of stock which the Corporation shall
have  authority  to issue is Five  Hundred One  Million  Five  Hundred  Thousand
(501,500,000) shares, consisting of Five Hundred Million (500,000,000) shares of
Common Stock,  par value One Cent ($.01) per share, and One Million Five Hundred
Thousand  (1,500,000)  shares of Preferred Stock, par value Ten Cents ($.10) per
share.

         Shares of  Preferred  Stock may be issued from  time-to-time  in one or
more series,  each such series to have such distinctive  designation or title as
may be stated and  expressed  in this  Article  FOURTH or as may be fixed by the
Board of Directors






prior to the issuance of any shares thereof. Each such series of Preferred Stock
shall have such voting powers,  full or limited,  or no voting powers,  and such
preferences and such relative,  participating,  optional or other special rights
(including,  without  limitation,  the  right  to  convert  the  shares  of such
Preferred Stock into shares of the Corpora- tion's Common Stock at such rate and
upon such terms and  conditions  as may be fixed by the  Corporation's  Board of
Directors),  with  such  qualifications,  limitations  or  restrictions  of such
preferences or rights as shall be stated and expressed in this Article FOURTH or
in the  resolution  or  resolutions  providing  for the issue of such  series of
Preferred  Stock as may be adopted from  time-to-time  by the Board of Directors
prior to the issuance of any shares thereof,  in accordance with the laws of the
State of Delaware.

         Except as may be otherwise  provided in this  Article  FOURTH or in the
resolution or resolutions  providing for the issue of a particular  series,  the
Board of Directors  may from  time-to-time  increase the number of shares of any
series already  created by providing that any unissued shares of Preferred Stock
shall constitute part of such series,  or may decrease (but not below the number
of shares thereof then  outstanding)  the number of shares of any series already
created by providing that any unissued shares previously assigned to such series
shall no longer constitute part thereof.

         FIFTH:  The Board of Directors  shall have the power to make,  alter or
repeal the Bylaws of the Corporation at any meeting at which a quorum is present
by the affirmative vote of a majority of the whole Board of Directors.  Election
of Directors need not be by written ballot.







         SIXTH:  Special  Meetings of the stockholders of the Corporation may be
called only by the Board of Directors of the  Corporation by resolution  adopted
by a majority of the whole Board of Directors or in writing by the holders of at
least 20% of the  outstanding  shares  of the  Corporation  entitled  to vote in
elections of Directors.

         SEVENTH: (a) Unless the conditions set forth in clauses (1) through (4)
of this Article SEVENTH,  Section (a) are satisfied, the affirmative vote of the
holders of  Sixty-Six  and  Two-Thirds  Percent  (66-2/3%)  of all shares of the
Corporation  entitled to vote in  elections  of  Directors,  considered  for the
purposes  of this  Article  SEVENTH  as one  class,  shall be  required  for the
adoption or  authorization  of a business  combination (as hereinafter  defined)
with any other entity (as hereinafter defined) if, as of the record date for the
determination  of  stockholders  entitled to notice thereof and to vote thereon,
the other entity is the beneficial owner,  directly or indirectly,  of more than
Twenty Percent (20%) of the outstanding  shares of the  Corporation  entitled to
vote in  elections  of  Directors,  considered  for the purposes of this Article
SEVENTH as one class.  The Sixty-Six and  Two-Thirds  Percent  (66-2/3%)  voting
requirement set forth in the foregoing sentence shall not be applicable if:

                  (1) The cash, or fair market value of other consideration,  to
         be received per share by holders of the  Corporation's  Common Stock in
         the business combination is at least an amount equal to (A) the highest
         per share  price  paid by the  other  entity  in  acquiring  any of its
         holdings  of the  Corporation's  Common  Stock  plus (B) the  aggregate
         amount,  if any, by which Five Percent (5%) per annum of that per share
         price  exceeds the aggregate  amount of all dividends  paid in cash, in
         each case since the date on which the other entity  acquired the Twenty
         Percent (20%) interest;








                  (2) After the other entity has acquired a Twenty Percent (20%)
         interest and prior to the consummation of the business combination: (A)
         the  other   entity   shall  have  taken   steps  to  ensure  that  the
         Corporation's  Board of Directors included at all times  representation
         by continuing Director(s) (as hereinafter defined) proportionate to the
         stockholders  of the public holders of the  Corporation's  Common Stock
         not  affiliated  with the other entity  (with a continuing  Director to
         occupy any resulting  fractional board position);  (B) the other entity
         shall  not  have  acquired  any  newly  issued   shares,   directly  or
         indirectly, from the Corporation (except upon conversion of convertible
         securities  acquired by it prior to  obtaining a Twenty  Percent  (20%)
         interest or as a result of a pro rata share  dividend or share  split);
         and (C) the  other  entity  shall  not  have  acquired  any  additional
         outstanding  shares of the  Corporation's  Common  Stock or  securities
         convertible into shares of the  Corporation's  Common Stock except as a
         part of the transaction  that resulted in the other entity's  acquiring
         its Twenty Percent (20%) interest;

                  (3) The other  entity shall not have (A) received the benefit,
         directly or indirectly (except  proportionately  as a stockholder),  of
         any loans, advances,  guarantees, pledges or other financial assistance
         or tax credits provided by the Corporation or (B) made any major change
         in the  Corporation's  business or equity capital  structure without in
         either case the  approval  of at least a majority of all the  Directors
         and at  least  two-thirds  of the  continuing  Directors  prior  to the
         consummation of the business combination; and

                  (4) A proxy  statement  responsive to the  requirements of the
         Securities  Exchange  Act of 1934  shall  have  been  mailed  to public
         stockholders   of  the   Corporation  for  the  purpose  of  soliciting
         stockholder  approval  of  the  business  combination  and  shall  have
         contained   at  the  front   thereof,   in  a  prominent   place,   any
         recommendations  as to  the  advisability  (or  inadvisability)  of the
         business combination that the continuing Directors, or any of them, may
         choose  to  state  and,  if  deemed  advisable  by a  majority  of  the
         continuing Directors, an opinion of a reputable investment banking firm
         as to the fairness of the terms of the business  combination,  from the
         point of view of the remaining  public  stockholders of the Corporation
         (the  investment  banking  firm to be  selected  by a  majority  of the
         continuing  Directors and to be paid a reasonable  fee for its services
         by the Corporation upon receipt of the opinion).


         The  provisions of this Article  SEVENTH shall also apply to a business
combination  with any  other  entity  that at any  time has been the  beneficial
owner,  directly  or  indirectly,  of more  than  Twenty  Percent  (20%)  of the
outstanding  shares  of  the  Corporation  entitled  to  vote  in  elections  of
Directors, considered for the purposes of this






Article SEVENTH as one class, notwithstanding the fact that the other entity has
reduced its  shareholders  below Twenty  Percent (20%) if, as of the record date
for the  determination of stockholders  entitled to notice of and to vote on the
business  combination,  the  other  entity  is an  'affiliate'  (as  hereinafter
defined) of the Corporation.

         (b) As used in this Article SEVENTH,  (1) the term 'other entity' shall
include any corporation,  person or other entity and any other entity with which
it or its  'affiliate'  or  'associate'  (as defined  below) has any  agreement,
arrangement,  or  understanding,  directly  or  indirectly,  for the  purpose of
acquiring,  holding, voting, or disposing of shares of the Corporation,  or that
is its  'affiliate'  or  'associate' as those terms are defined in Rule 12b-2 of
the General Rules and Regulations  under the Securities  Exchange Act of 1934 as
in effect on  September 1, 1986,  together  with the  successors  and assigns of
those  persons in any  transaction  or series of  transactions  not  involving a
public offering of the Corporation's shares within the meaning of the Securities
Act of 1933; (2) an other entity shall be deemed to be the  beneficial  owner of
any shares of the  Corporation  that the other entity (as defined above) has the
right to acquire  pursuant  to any  agreement  or upon  exercise  of  conversion
rights,  warrants or options,  or otherwise;  (3) the outstanding  shares of any
class of the Corporation  shall include shares deemed owned through  application
of clause (2) above but shall not include any other  shares that may be issuable
pursuant to any  agreement or upon exercise of  conversion  rights,  warrants or
options, or otherwise; (4) the term 'business combination' shall include (A) the
sale, exchange,  lease, transfer or other disposition by the Corporation of all,
or  substantially  all, of its assets or business to any other  entity,  (B) the
consolidation of the Corporation  with or its merger into any other entity,  (C)
the merger into the  Corporation  of any other entity,  or (D) a combination  or
major-






ity share acquisition in which the Corporation is the acquiring  corporation and
its  voting  shares  are  issued  or  transferred  to  any  other  entity  or to
stockholders of any other entity, and the term 'business combination' shall also
include  any  agreement,  contract  or other  arrangement  with an other  entity
providing  for any of the  transactions  described  in (A)  through  (D) of this
clause (4); (5) the term  'continuing  Director'  shall mean either a person who
was a member of the  Corporation's  Board of Directors on August 15, 1986,  or a
person who was elected to the  Corporation's  Board of  Directors  by the public
stockholders of the Corporation prior to the time when the other entity acquired
in excess of five percent (5%) of the shares of the Corporation entitled to vote
in the  election of  Directors,  considered  for the  purposes  of this  Article
SEVENTH as one class, or a person  recommended to succeed a continuing  Director
by a majority of the continuing  Directors;  and (6) for the purposes of Article
SEVENTH,  Section (a), clause (1), the term 'other consideration to be received'
shall mean shares of the  Corporation's  Common  Stock  retained by its existing
public stockholders in the event of a business combination with the other entity
in which the Corporation is the surviving corporation.

         (c) A majority  of the  continuing  Directors  shall have the power and
duty to  determine  for the purposes of this  Article  SEVENTH,  on the basis of
information known to them,  whether (1) the other entity  beneficially owns more
than Twenty Percent (20%) of the outstanding shares of the Corporation  entitled
to vote in elections of  Directors,  (2) an other  entity is an  'affiliate'  or
'associate'  (as  defined  above)  of  another,  or (3) an other  entity  has an
agreement, arrangement or understanding with another.







         (d) Nothing  contained  in this Article  SEVENTH  shall be construed to
relieve any other entity from any fiduciary obligation imposed by law.

         EIGHTH:  Subject  to the last  sentence  of this  Article  EIGHTH,  the
Corporation  reserves the right to amend and repeal any  provision  contained in
this Certificate of Incorporation including,  without limiting the generality of
the foregoing,  the addition of a provision  requiring a  supermajority  vote of
stockholders  to remove  Directors.  The provisions set forth in Articles SIXTH,
SEVENTH and this Article EIGHTH of this Certificate of Incorporation  may not be
repealed  or amended in any  respect,  unless  such  action is  approved  by the
affirmative  vote of the holders of Sixty-Six and Two- Thirds Percent  (66-2/3%)
of all shares of the  Corporation  entitled to vote in elections  of  Directors,
considered for purposes of this Article EIGHTH as one class.

         NINTH: No Director of this  Corporation  shall be personally  liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a  Director;  provided,  however,  that  this  Article  NINTH  shall not
eliminate the liability of a Director (a) for any breach of the Director's  duty
of loyalty to the Corporation or its stockholders, (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 Delaware,  or (d)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.

         (4) In accordance  with the  applicable  provisions of Sections 242 and
245 of the  General  Corporation  Law of the State of  Delaware,  this  Restated
Certificate of






Incorporation  has been duly adopted by the Directors of the  Corporation and by
vote of the stockholders.

         IN  WITNESS  WHEREOF,  said  HEALTHSOUTH  Corporation  has  caused  its
corporate  seal to be  hereunto  affixed  and this  Certificate  to be signed by
Anthony J. Tanner,  its  Executive  Vice  President,  and attested by William W.
Horton, its Group Vice President--Legal Services, this 13th day of March, 1997.

                                                HEALTHSOUTH Corporation


                                                By  /s/ ANTHONY J. TANNER
                                                    ----------------------------
                                                     Anthony J. Tanner
                                                     Executive Vice President
[ CORPORATE SEAL ]

ATTEST:


By   /s/  WILLIAM W. HORTON
     -------------------------------
          William W. Horton
          Assistant Secretary