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EXHIBIT 3.1 -- AMENDED ARTICLES OF INCORPORATION


                                ARTICLES OF AMENDMENT
                      AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                   EMPI, INC.


The undersigned hereby certifies that Restated Articles of Incorporation of
Empi, Inc. in the form attached hereto as Exhibit A were adopted pursuant to
Minnesota Statutes Chapter 302A at a meeting of the shareholders of the
corporation duly convened and held on the 9th day of July, 1990, which
Restated Articles supersede the original Articles and all amendments to them.

I swear that the foregoing is true and accurate and that I have the authority
to sign this document on behalf of the corporation.

July 11, 1990




                                       /s/ Donald D. Maurer
                                       Donald D. Maurer,
                                       Chief Executive Officer



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                                   EXHIBIT A

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                   EMPI, INC.


                                ARTICLE 1 - NAME

    1.1)  The name of the corporation shall be Empi, Inc.

                         ARTICLE 2 - REGISTERED OFFICE

    2.1)  The registered office of the corporation is located at 1275 Grey  Fox
          Road, St. Paul, Minnesota 55112.

                           ARTICLE 3 - CAPITAL STOCK

    3.1)  AUTHORIZED SHARES; ESTABLISHMENT OF CLASSES AND SERIES.  The
          aggregate number of shares the corporation has authority to issue
          shall be 15,000,000 shares, which shall have a par value of $.01 per
          share solely for the purpose of a statute or regulation imposing a
          tax or fee based upon the capitalization of the corporation, and
          which shall consist of 10,000,000 common shares and 5,000,000
          undesignated shares.  The Board of Directors of the corporation is
          authorized to establish from the undesignated shares, by resolution
          adopted and filed in the manner provided by law, one or more classes
          or series of shares, to designate each such class or series (which
          may include but is not limited to designation as additional common
          shares), and to fix the relative rights and preferences of each such
          class or series.

          Each share of Common Stock, $.10 par value, which is issued and
          outstanding on the effective date of these Restated Articles of
          Incorporation shall be reclassified into one common share, and each
          certificate representing a share or shares of Common Stock, $.10 par
          value, shall represent the same number of common shares.

    3.2)  ISSUANCE OF SHARES.  The Board of Directors of the corporation is
          authorized from time to time to accept subscriptions for, issue, sell
          and deliver shares of any class or series of the corporation to such
          persons, at such times and upon such terms and conditions as the Board
          shall determine, valuing all nonmonetary consideration and
          establishing a price in money or other consideration, or a minimum
          price, or a general formula or method by which the price will be
          determined.

    3.3)  ISSUANCE OF RIGHTS TO PURCHASE SHARES.  The Board of Directors is
          further authorized from time to time to grant and issue rights to
          subscribe for, purchase, exchange securities for, or convert
          securities into, shares of the corporation of any class or series,
          and to fix the terms, provisions and conditions of such rights,
          including the exchange or conversion basis or the price at which such
          shares may be purchased or subscribed for.

    3.4) ISSUANCE OF SHARES TO HOLDERS OF ANOTHER CLASS OR SERIES.  The Board
         is further authorized to issue shares of one class or series to holders
         of that class or series or to holders of another class or series to
         effectuate share dividends or splits.

                          ARTICLE 4 - RIGHTS OF SHAREHOLDERS

    4.1)  NO PREEMPTIVE RIGHTS.  No shares of any class or series of the
          corporation shall entitle the holders to any preemptive rights to
          subscribe for or purchase additional shares of that class or series
          or any other class or series of the corporation now or hereafter
          authorized or issued.

    4.2)  NO CUMULATIVE VOTING RIGHTS.  There shall be no cumulative voting by
          the shareholders of the corporation.


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                    ARTICLE 5 - WRITTEN ACTION BY DIRECTORS

    5.1)  Any action required or permitted to be taken at a Board meeting may
          be taken by written action signed by all of the directors or, in cases
          where the action need not be approved by the shareholders, by written
          action signed by the number of directors that would be required to
          take the same action at a meeting of the Board at which all directors
          were present.

       ARTICLE 6 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION

    6.1)  Where approval of shareholders is required by law, the affirmative
          vote of the holders of at least a majority of the voting power of all
          shares entitled to vote, or such greater percentage as may be required
          by Article 10, shall be required to authorize the corporation (i) to
          merge into or with one or more other corporations, (ii) to exchange
          its shares for shares of one or more other corporations, (ii) to
          exchange its shares for shares of one or more other corporations,
          (iii) to sell, lease, transfer or otherwise dispose of all or
          substantially all of its property and assets, including its good will,
          or (iv) to commence voluntary dissolution.

            ARTICLE 7 - AMENDMENT OF ARTICLES OF INCORPORATION

    7.1)  Except as provided otherwise in Article 10, any provision contained in
          these Articles of Incorporation may be amended, altered, changed or
          repealed by the affirmative vote of the holders of at least a majority
          of the voting power of the shares present and entitled to vote at a
          duly held meeting or such greater percentages as may be otherwise
          prescribed by the laws of the State of Minnesota.

              ARTICLE 8 - LIMITATION OF DIRECTOR LIABILITY

    8.1)  To the fullest extent permitted by Chapter 302A, Minnesota Statutes,
          as the same exists or may hereafter be amended, a director of this
          corporation shall not be personally liable to the corporation or its
          shareholders for monetary damages for breach of fiduciary duty as a
          director.

                    ARTICLE 9 - PROHIBITION ON CERTAIN
                    STOCK PURCHASE BY THE CORPORATION

    9.1)  The Corporation may not purchase, directly or indirectly, any of its
          securities at a price higher than the average sale price during the
          immediately preceding twenty trading days from any person who holds
          more than fifteen percent of the voting power of the class of the
          securities to be purchased and has held any of such securities to be
          purchased and has held any of such securities for less than two years,
          unless (i) such purchase has been approved by the affirmative vote of
          the holders of a majority of the outstanding voting power of the
          corporation or (ii) the corporation makes an offer to acquire, of at
          least equal value, to all holders of any securities of such class and
          to all holders of any class into which such securities may be
          converted.

    9.2)  When two or more persons act as a partnership, syndicate, or other
          group for the purpose of acquiring, voting, holding or disposing of
          securities of the corporation, such partnership, syndicate or group
          shall be deemed a "person" for purposes of this Article 9.

           ARTICLE 10 - RELATED PERSON BUSINESS TRANSACTIONS

    10.1) Whether or not a vote of shareholders is otherwise required, the
          affirmative vote of the holders of not less than two-thirds of the
          voting power of the outstanding "voting shares" (as hereinafter
          defined) of the corporation shall be required for the approval or
          authorization of any "Related Person Business Transaction" (as
          hereinafter defined) involving the corporation or the approval or
          authorization by the corporation in its capacity as a shareholder of
          any Related Person Business Transaction involving a "Subsidiary" (as
          hereinafter defined) which requires the approval or authorization of
          the shareholders of the Subsidiary; provided, however, that such
          two-thirds voting requirement shall not be applicable if:

          (a)  The "Continuing Directors" (as hereinafter defined) by a
               majority vote have expressly approved the Related Person
               Business Transaction; or


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          (b)  The Related Person Business Transaction is a merger,
               consolidation, exchange of shares or sale of all or
               substantially all of the assets of the corporation, and the
               cash or fair market value of the property, securities or
               other consideration to be received per share  by holders
               of Common Stock of the Corporation or other than the
               "Related Person" (as hereinafter defined) in the Related
               Person Business Transaction is an amount at least equal to
               the "Highest Purchase Price" (as hereinafter defined).

    10.2) For the purposes of this Article 10:

          (a)  The term "Related Person Business Transaction" shall mean (i)
               any merger or consolidation of the corporation or a Subsidiary
               with or into a Related Person, (ii) any exchange of shares of the
               corporation or a Subsidiary for shares of a Related Person which,
               in the absence of this Article, would have required the
               affirmative vote of at least a majority of  the voting power
               of the outstanding shares of the corporation entitled to vote
               or the affirmative vote of the corporation, in its capacity as a
               shareholder of the Subsidiary, (iii) any sale, lease, exchange,
               transfer, or other disposition (in one transaction or a series of
               transactions), including without limitation a mortgage or any
               other security device, of all or any "Substantial Part" (as
               hereinafter defined) of the assets either of the corporation or
               of a Subsidiary to or with a Related Person, (iv) any sale,
               lease, transfer, or other disposition (in one transaction or a
               series of transactions) of all or any Substantial Part of the
               assets of a Related Person to or with the corporation or a
               Subsidiary, (v) the issuance, sale, transfer or other disposition
               to a Related Person of any securities of the corporation (except
               pursuant to stock dividends, stock splits, or similar
               transactions which would not have the effect of increasing the
               proportionate voting power of a Related Person) or of a
               Subsidiary (except pursuant to a pro rata distribution to all
               holders of Common Stock of the corporation), (vi) any
               recapitalization or reclassification that would have the effect
               of increasing the proportionate voting power of a Related Person,
               and (vii) any agreement, contract, arrangement, or understanding
               providing for any of the transactions described in this
               definition of Related Person Business Transaction.

          (b)  The term "Related Person" shall mean and include (i) any person
               or entity which, together with its "Affiliates" and "Associates"
               (both as hereinafter defined), "beneficially owns" (as
               hereinafter defined) in the aggregate 15 percent or more of the
               outstanding voting shares of the corporation, and (ii) any
               Affiliate or Associate (other than the corporation or a wholly
                owned subsidiary of the corporation) of any such person or
               entity.  Two or more persons or entities acting as a syndicate
               or group, or otherwise, for the purpose of acquiring, holding,
               or disposing of voting shares of the corporation shall be deemed
               to be a "person" or "entity" as the case may be.

          (c)  The term "Affiliate", used to indicate a relationship
               with a specified person or entity, shall mean a person or
               entity that directly, or indirectly through one or more
               intermediaries, controls, or is controlled by, or is under
               common control with, the person or entity specified.

          (d)  The term "Associate", used to indicate a relationship
               with a specified person or entity, shall mean (i) any entity
               of which such specified person or entity is an officer or
               partner or is, directly or indirectly, the beneficial owner of
               10 percent or more of any class of equity securities, (ii) any
               trust or other estate in which such specified person or entity
               has a substantial beneficial interest or as to which such
               specified person or entity serves as trustee or in a similar
               fiduciary capacity, (iii) any relative or spouse of such
               specified person, or any relative of such spouse, who has the
               same home as such specified person or who is a director or
               officer of the corporation or any Subsidiary, and (iv) any
               person who is a director or officer of such specified entity
               or any of its parents or subsidiaries (other than the
               corporation or a wholly-owned subsidiary of the corporation).

          (e)  The term "Substantial Part" shall mean 30 percent or more
               of the fair market value of the total assets of the person or
               entity in question, as reflected on the most recent balance
               sheet of such person or entity existing at the time the
               shareholders of the corporation would be required to approve
               or authorize the Related Person Business Transaction involving
               the assets constituting any such Substantial Part.

          (f)  The term "Subsidiary" shall mean any corporation, a
               majority of the equity securities of any class of which are
               owned by the corporation, by another Subsidiary, or in the
               aggregate by the corporation and one or more of its
               Subsidiaries.

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          (g)  The term "Continuing Director" shall mean (i) a director
               who was a member of the Board of Directors of the corporation
               on June 12, 1986; and (ii) a director who became a director
               before any Related Person involved in the Related Person
               Business Transaction in question became a Related Person of
               (iii) any person becoming a director whose election, or
               nomination for election by the corporation's shareholders, was
               approved by a vote of a majority of the Continuing Directors;
               provided, however, that in no event shall a Related Person
               involved in the Related Person Business Transaction in
               question be deemed to be a Continuing Director.

          (h)  The term "voting shares" shall mean shares of capital
               stock of a corporation entitled to vote generally in the
               election of directors, considered for the purposes of this
               Article as one class.

          (i)  The term "Highest Purchase Price" shall mean the highest
               amount of cash or the fair market value of the property,
               securities or other consideration paid by the Related Person
               for a share of Common Stock of the corporation at any time
               while such person or entity was a Related Person or in the
               transaction which resulted in such person or entity becoming a
               Related Person; provided, however, that the Highest Purchase
               Price shall be appropriately adjusted to reflect the
               occurrence of any reclassification, recapitalization, stock
               split, reverse stock split or other readjustment in the number
               of outstanding shares of Common Stock of the corporation, or
               the declaration of a stock dividend thereon, between the last
               date upon which the Related Person paid the Highest Purchase
               Price and the effective date of the merger, consolidation or
               exchange of shares or the date of distribution to shareholders
               of the corporation of the proceeds from the sale of all or
               substantially all of the assets of the corporation.

               (j)  (i)  A person or entity "beneficially owns" voting
                         shares of the corporation if such person or entity,
                         directly or indirectly, through any contract,
                         arrangement, understanding, relationship, or
                         otherwise has or shares (A) voting power which
                         includes the power to vote, or to direct the voting
                         of such voting shares, or (B) investment power which
                         includes the power to dispose, or to direct the
                         disposition of, such voting shares.  Any person or
                         entity which, directly or indirectly, creates or
                         uses a trust, proxy, power of attorney, pooling
                         arrangement or any other contract, arrangement, or
                         device with the purpose or effect of divesting such
                         person or entity of beneficial ownership of voting
                         shares of the corporation or preventing the vesting
                         of such beneficial ownership as part of a plan or
                         scheme to avoid becoming a Related Person shall be
                         deemed for purposes of this Article 10 to be the
                         beneficial owner of such voting shares.  All voting
                         shares of the corporation beneficially owned by a
                         person or entity, regardless of the form which such
                         beneficial ownership takes shall be aggregated in
                         calculating the number of voting shares of the
                         corporation beneficially owned by such person or
                         entity.  Any voting shares of the corporation that
                         any person or entity has the right to acquire
                         pursuant to any agreement, contract, arrangement, or
                         understanding, or upon exercise of any conversion
                         right, warrant or option, or pursuant to the
                         automatic termination of a trust, discretionary
                         account or similar arrangement, or otherwise shall
                         be deemed beneficially owned by such person or
                         entity.  Any voting shares of the corporation not
                         outstanding which any person or entity has a right
                         to acquire shall be deemed to be outstanding for the
                         purpose of computing the percentage of outstanding
                         voting shares of the corporation beneficially owned
                         by such person or entity but shall not be deemed to
                         be outstanding for the purposes of computing the
                         percentage of outstanding voting shares of the
                         corporation beneficially owned by any other person
                         or entity.

                   (ii)  Notwithstanding the foregoing provisions of
                         subparagraph (j) (i) above:

                    (A)  A member of a national securities exchange shall not
                         be deemed to be a beneficial owner of voting shares of
                         the corporation held directly or indirectly by it on
                         behalf of another person or entity solely because such
                         member is the record holder of such voting shares and,
                         pursuant to the rules of such exchange, may direct the
                         vote of such voting shares, without instruction, on
                         other than contested matters or matters that may affect
                         substantially the rights or privileges of the holders
                         of the voting shares of the corporation to be voted,
                         but is otherwise precluded by the rules of such
                         exchange from voting without instruction;


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                    (B)  A commercial bank, broker or dealer or insurance
                         company which in the ordinary course of business is a
                         pledgee of voting shares of the corporation under a
                         written pledge agreement shall not be deemed to b
                         the beneficial owner of such pledged voting shares
                         until the pledgee has taken all formal steps
                         necessary to declare a default and determines that
                         the power to vote or to direct the vote or to
                         dispose or to direct the disposition of such pledged
                         securities will be exercised, provided that the
                         pledge agreement is bona fide and was not entered
                         into with the purpose nor with the effect of
                         changing or influencing the control of the
                         corporation nor in connection with any transaction
                         having such purpose or effect and, prior to default,
                         does not grant to the pledgee the power to vote or
                         to direct the vote of the pledged voting shares of
                         the corporation; and

                    (C)  A person or entity engaged in business as an
                         underwriter of securities who acquires voting shares
                         of the corporation through its participation in good
                         faith in a firm commitment underwriting registered
                         under the Securities Act of 1933, or comparable
                         successor law, rule or regulation, shall not be
                         deemed to be the beneficial owner of such voting
                         shares until the expiration of forty days after the
                         date of such acquisition.

    10.3) For the purposes of this Article 10 the Continuing
          Directors by a majority vote shall have the power to make a good
          faith determination, on the basis of information known to them, of:
          (a) the number of voting shares of the corporation that any person
          or entity "beneficially owns" (b) whether a person or entity is an
          Affiliate or Associate of another, (c) whether the assets subject
          to any Related Person Business Transaction constitute a Substantial
          Part, (d) whether any business transaction is one in which a
          Related Person has an interest, (e) whether the cash or fair market
          value of the property, securities or other consideration to be
          received per share by holders of Common Stock of the corporation
          other than the Related Person in a Related Person Business
          Transaction is an amount at least equal to the Highest Purchase
          Price, and (f) such other matters with respect to which a
          determination is required under this Article 10.

    10.4) Notwithstanding Article 7 hereof, the provisions set
          forth in this Article 10 including this Section 10.4, may not be
          repealed or amended in any respect unless such action is approved
          by the affirmative vote of the holders of not less than two-thirds
          of the voting power of the outstanding voting shares of the
          corporation.



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               ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
                                      OF
                                  EMPI, INC.



Pursuant to the provisions of Minnesota Statutes, Section 302A.135, the
Amendment of the Articles of Incorporation of Empi, Inc., amending and
restating Article 3, as set forth on Exhibit A attached hereto was duly
adopted by the shareholders of the corporation on the 11th day of May 1994.

I swear that the foregoing is true and accurate and that I have the authority
to sign this document on behalf of the corporation.

Dated:  May 24, 1994

                             /s/ Donald D. Maurer
                             Donald D. Maurer, President
                             Empi, Inc.


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EXHIBIT A



                          ARTICLE 3 - CAPITAL STOCK

3.1)    AUTHORIZED SHARES; ESTABLISHMENT OF CLASSES AND SERIES.  The
        aggregate number of shares the corporation has authority to issue shall
        be 25,000,000 shares, which shall have a par value of $.01 per share
        solely for the purpose of a statute or regulation imposing a tax or fee
        based upon the capitalization of the corporation, and which shall
        consist of 20,000,000 common shares and 5,000,000 undesignated shares.
        The Board of Directors of the corporation is authorized to establish
        from the undesignated shares, by resolution adopted and filed in the
        manner provided by law, one or more classes or series of shares, to
        designate each such class or series (which may include but is not
        limited to designation as additional common shares), and to fix the
        relative rights and preferences of each such class or series.

3.2)    ISSUANCE OF SHARES.  The Board of Directors of the corporation is
        authorized from time to time to accept subscriptions for, issue, sell
        and deliver shares of any class or series of the corporation to such
        persons, at such times and upon such terms and conditions as the Board
        shall determine, valuing all nonmonetary consideration and establishing
        a price in money or other consideration, or a minimum price, or a
        general formula or method by which the price will be determined.

3.3)    ISSUANCE OF RIGHTS TO PURCHASE SHARES.  The Board of Directors is
        further authorized from time to time to grant and issue rights to
        subscribe for, purchase, exchange securities for, or convert securities
        into, shares of the corporation of any class or series, and to fix the
        terms, provisions and conditions of such rights, including the exchange
        or conversion basis or the price at which such shares may be purchased
        or subscribed for.

3.4)    ISSUANCE OF SHARES TO HOLDERS OF ANOTHER CLASS OR SERIES.  The
        Board is further authorized to issue shares of one class or series to
        holders of that class or series or to holders of another class or
        series to effectuate share dividends or splits.


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                                  STATE OF MINNESOTA
                                  SECRETARY OF STATE
                        NOTICE OF CHANGE OF REGISTERED OFFICE/
                                   REGISTERED AGENT


1.  Corporate Name:

         Empi, Inc.

2.   Registered Office Address (No. & Street): List a complete street
address or rural route and rural route box number.  A post office box is
not acceptable.

         599 Cardigan Road, St. Paul, MN 55126-3965

3.   Registered Agent (Registered agents are required for foreign
corporations but optional for Minnesota corporations):

         None

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the company's registered office and/or agent as listed above.

I certify that I am authorized to execute this certificate and I further
certify that I understand that by signing this certificate I am subject to
the penalties of perjury as set forth in Minnesota Statutes Section 609.48 as
if I had signed this certificate under oath.

/s/ Joseph E. Laptewicz, Jr.
Signature of Authorized Person



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