<Page>

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                                 AMERIPATH, INC.

          FIRST:   NAME. The name of the Corporation is
                                 AMERIPATH, INC.

          SECOND:  ADDRESS OF REGISTERED OFFICE. The address of the registered
office of the Corporation in the State of Delaware is 2711 Centerville Road,
Suite 400, in the City of Wilmington, County of New Castle 19808, The name of
the Corporation's registered agent at such address is Corporation Service
Company.

          THIRD:   PURPOSE. The purposes for which the Corporation is formed are
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, $.01 per share par value.

          FIFTH:   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.

          SIXTH:   INDEMNIFICATION; LIABILITY. (a) The Corporation shall, to the
fullest extent permitted by Section 145 of the General Corporation Law of the
State of Delaware, as the

<Page>

same may be amended and supplemented, indemnify (and may advance expenses to)
any and all persons whom it shall have power to indemnify under said section
from and against any and all of the expenses, liabilities and other matters
referred to in or covered by said section, and 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.

          (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, 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. No
amendment to or repeal of this Article SIXTH shall apply to or have any effect
on the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
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 above, shall not be liable to the fullest extent
permitted by the amended General Corporation Law of the State of Delaware. No
repeal or modification of this Article SIXTH shall adversely affect any right of
or protection afforded to a director of the Corporation existing immediately
prior to such repeal or modification.