EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           SELECT MEDICAL CORPORATION

                  FIRST: Name. The name of the Corporation is:
                           Select Medical Corporation

            SECOND: Address of Registered Office. The address of the registered
office of the Corporation in the State of Delaware is 1209 Orange Street, in the
City of Wilmington, County of New Castle 19801. The name of the Corporation's
registered agent at such address is Corporation Trust Company.

            THIRD: Purpose. The purpose of the Corporation is 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: Number of Shares. The total number of shares of stock that
the Corporation shall have authority to issue is 100 shares, all of which shall
be Common Stock, $0.01 par value per share.

            FIFTH: Election of Directors. The election of Directors of the
Corporation need not be by written ballot unless the Bylaws of the Corporation
so provide.

            SIXTH: Bylaws. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
Bylaws of the Corporation,



subject to the power of the stockholders of the Corporation to alter or repeal
any Bylaw made by the Board of Directors.

            SEVENTH: Indemnification; Liability. (a) The Corporation shall
indemnify each of the Corporation's directors and officers in each and every
situation where, under Section 145 of the General Corporation Law of the State
of Delaware, as amended from time to time ("Section 145"), the Corporation is
permitted or empowered to make such indemnification. The Corporation may, in the
sole discretion of the Board of Directors of the Corporation, indemnify any
other person who may be indemnified pursuant to Section 145 to the extent the
Board of Directors deems advisable, as permitted by Section 145. The
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The Corporation shall
promptly make or cause to be made any determination required to be made pursuant
to Section 145.

            (b) No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of



Delaware is subsequently amended to further eliminate or limit the liability of
a director, then a director of the Corporation, in addition to the circumstances
in which a director is not personally liable as set forth in the preceding
sentence, shall not be liable to the fullest extent permitted by the amended
General Corporation Law of the State of Delaware. For purposes of this Article
SEVENTH, "fiduciary duty as a director" shall include any fiduciary duty arising
out of serving at the Corporation's request as a director of another
corporation, partnership, joint venture or other enterprise, and "personal
liability to the Corporation or its stockholders" shall include any liability to
such other corporation, partnership, joint venture, trust or other enterprise,
and any liability to the Corporation in its capacity as a security holder, joint
venturer, partner, beneficiary, creditor or investor of or in any such other
corporation, partnership, joint venture, trust or other enterprise.

            (c) Neither any amendment nor repeal of this Article SEVENTH, nor
the adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article SEVENTH, shall eliminate or reduce the effect of
this Article SEVENTH in respect of any matter, or any cause of action, suit or
claim, occurring prior to such amendment, repeal or adoption.

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