AMENDMENT TO

                      RESTATED CERTIFICATE OF INCORPORATION

                      OF SAFEGUARD HEALTH ENTERPRISES, INC.

The  Corporation  was  originally  incorporated in Delaware under the name "SFGD
Reincorporation  Company"  on  April  27,  1987, and the Restated Certificate of
Incorporation  was  duly  adopted  in accordance with Section 245 and 242 of the
General Corporation Law of Delaware on October 25, 2000.  The Corporation hereby
amends  the  first  paragraph  of  Article Fourth of the Restated Certificate of
Incorporation  so  that  the  first paragraph of Article Fourth reads as follow:

"FOURTH.  The  total  number  of shares of stock that the corporation shall have
authority  to issue is Seventy-Three Million Five Hundred Thousand (73,500,000),
of  which Forty-Two Million Five Hundred Thousand (42,500,000) shares are Common
Stock,  one cent ($.01) par value per share, and Thirty-One Million (31,000,000)
shares  are  Preferred  Stock,  one  cent  ($.01)  par  value  per  share."

All  other terms of the Company's Restated Certificate of Incorporation dated as
of  October  25,  2000,  shall  remain  the  same.

We  the  undersigned  do  hereby certify that the forgoing is a true and correct
Amendment  to  the  Restated  Certificate  of  Incorporation of SafeGuard Health
Enterprises,  Inc.  a  Delaware  Corporation.

Executed  as  of  the  30th  day  of  May  2002  at  Aliso  Viejo,  California.

SafeGuard  Health  Enterprises,  Inc.


     /s/  James  E.  Buncher
     ---------------------------
By:  JAMES  E.  BUNCHER
     President  and  Chief  Executive  Officer


     /s/Ronald  I.  Brendzel
     ---------------------------
By:  RONALD  I.  BRENDZEL
     Senior  Vice  President  and  Secretary