RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           BARRIER THERAPEUTICS, INC.



         Barrier Therapeutics, Inc. (the "Corporation"), a corporation

incorporated and existing under and by virtue of the General Corporation Law of

the State of Delaware, does hereby certify as follows:



1.       The name of the Corporation is Barrier Therapeutics, Inc. The

Certificate of Incorporation of the Corporation was originally filed by the

Corporation with the Secretary of State of the State of Delaware on September

17, 2001.



2.       This Restated Certificate of Incorporation restates and amends the

Certificate of Incorporation of the Corporation. This Restated Certificate of

Incorporation was duly adopted in accordance with the provisions of Sections 242

and 245 of the General Corporation Law of the State of Delaware and was adopted

by written consent of the stockholders of the Corporation given in accordance

with the provisions of Section 228 of the General Corporation Law of the State

of Delaware (prompt notice of such action having been given to those

stockholders who did not consent in writing).



3.       Immediately prior to the filing of this Restated Certificate of

Incorporation, all shares of outstanding Series A, Series B and Series C

Preferred Stock were converted to Common Stock.



4.       The text of the Certificate of Incorporation of the Corporation is

hereby restated and amended to read in its entirety, as of the effective time,

as follows:



                                    ARTICLE I



         The name of the Corporation is Barrier Therapeutics, Inc.



                                   ARTICLE II



         The registered office of the Corporation is to be located at

Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the

County of New Castle, in the State of Delaware. The name of its registered agent

at such address is The Corporation Trust Company.



                                   ARTICLE III



         The purpose of the Corporation is to engage in any lawful act or

activity for which a corporation may be organized under the General Corporation

Law of the State of Delaware.



                                   ARTICLE IV



         The aggregate number of shares of all classes of capital stock which

the Corporation shall have authority to issue is eighty-five million

(85,000,000) shares, consisting of eighty million

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