EXHIBIT 3.8
                        THE COMMONWEALTH OF MASSACHUSETTS
                             William Francis Galvin
                          Secretary of the Commonwealth

              ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512

                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                          A SERIES OF A CLASS OF STOCK

                     General Laws, Chapter 156B, Section 72


                             Federal Identification
                                  No.04-2741310

We, James W. Hobbs,                                              President/, and
Justin P. Morreale                                                     Clerk/ of

                               LUXTEC CORPORAITON
                           (Exact Name of Corporation)

                Located at 326 Clark Street, Worcester MA 01606
                           ------------------------------------
                (Street Address of Corporation in Massachusetts)



do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3 and 4
--------------------------------------------------------------------------------
of the Articles of Organization were duly adopted at a meeting held on
July 25, 1996, by votes of

1,695,941 shares of      Common Stock      of  2,449,480 shares outstanding,
                       ------------------
                 type, class & series (if any)

           shares of                       of  shares outstanding, and
                       ------------------
                 type, class & series (if any)

           shares of                       of   shares outstanding, and
                       ------------------
                 type, class & series (if any)

CROSS OUT
INAPPLICABLE
CLAUSE

         being at least two-thirds of each type, class or series outstanding and
         entitled to vote thereon and of each type, class or series of stock
         whose rights are adversely affected thereby:

VOTED:   To amend the Articles of  Organization  of the Corporation to authorize
         500,000 shares of preferred stock, par value $1.00 per share, with such
         designations,   powers,  privileges  and  rights,  and  qualifications,
         limitations  and  restrictions  in  respect  of each class or series of
         preferred  stock as  determined  by vote of the Board of Directors or a
         committee thereof, and to authorize the Board of Directors to issue the
         preferred  stock in such classes or series and to determine the powers,
         privileges  and  rights,  and  the   qualifications,   limitations  and
         restrictions  in respect to each class or series of preferred  stock by
         vote.

         SEE CONTINUATION SHEET IV (attached hereto as EXHIBIT A)


(1) For  amendment  adopted  pursuant  to  Chapter  156B,  Section  70.
(2) For amendment adopted pursuant to Chapter 156B, Section 71.

Note:  If the  space  provided  under  any  Amendment  or item  on this  form is
insufficient,  additions  shall be set  forth on  separate  8 1/2 x 11 sheets of
paper  leaving a left hand margin of at least 1 inch for  binding.  Additions to
more  than one  Amendment  may be  continued  on a single  sheet so long as each
Amendment requiring each such addition is clearly indicated.


<PAGE>
TO CHANGE the number of shares and the par value (if any) of any type,  class or
series of stock  which  the  corporation  is  authorized  to issue,  fill in the
following:

<TABLE>
<CAPTION>
<BTB>
The total presently authorized is:

------------------------------------------------------------ ----- -----------------------------------------------------------------
                 WITHOUT PAR VALUE STOCKS                                                WITH PAR VALUE STOCKS
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------
         TYPE                    NUMBER OF SHARES                         TYPE             NUMBER OF SHARES          PAR VALUE
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------
<S> <C>
COMMON:                                                            COMMON:              10,000,000              $.01

----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------

PREFERRED:                                                         PREFERRED:
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------


CHANGE the total authorized to:


------------------------------------------------------------ ----- -----------------------------------------------------------------
                 WITHOUT PAR VALUE STOCKS                                                WITH PAR VALUE STOCKS
------------------------------------------------------------ ----- -----------------------------------------------------------------
         TYPE                    NUMBER OF SHARES                         TYPE             NUMBER OF SHEARS          PAR VALUE
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------
COMMON:                                                            COMMON:              10,000,000              $.01

----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------

PREFERRED:                                                         PREFERRED:           500,000                 $1.00
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------
</TABLE>



<PAGE>
                                                                       EXHIBIT A


                              ARTICLES OF AMENDMENT

                                       to

                            ARTICLES OF ORGANIZATION

                                       of

                               LUXTEC CORPORATION

                              Continuation Page IV
                              --------------------

                                   ARTICLE IV


          The  total  number  of shares of all  classes  of stock  which  Luxtec
Corporation  (the  "Corporation")   shall  have  authority  to  issue  shall  be
10,500,000  shares,  consisting of (i)  10,000,000  shares of the  Corporation's
Common Stock, $0.01 value per share (Common Stock"),  and (ii) 500,000 shares of
                                     ------------
the  Corporation's  preferred  stock,  par value $1.00 per share (the "Preferred
Stock").

          The  following is a statement  of the  designations,  preferences  and
relative,   participating,   optional  and  other   special   rights,   and  the
qualifications,  limitations  and  restrictions  thereof in respect of each such
class of stock of the Corporation:

A. COMMON STOCK

          In all respects,  including but not limited to, dividend,  liquidation
and voting  rights,  the Common  Stock shall,  on a share for share basis,  have
equal rights. No dividend shall be paid on any shares of Common Stock unless the
same dividend is paid on all shares of Common Stock  outstanding  at the time of
such  payment.  Each  holder of shares of Common  Stock shall be entitled to one
vote all purposes for each share of Common Stock held.

          Except  for and  subject  to those  rights  expressly  granted  to the
holders of any series of  Preferred  Stock,  and except to the extent  otherwise
provided  in  the  Corporation's  Articles  of  Organization  or  Bylaws  or  by
applicable law, the holders of Common Stock shall have exclusively all rights of
stockholders of the Corporation  under the  Massachusetts  Business  Corporation
Las, including, without limitation, (a) the right to receive dividends, when and
as  declared  by the  Board  of  Directors,  out of  assets  lawfully  available
therefore, and (b) in the event of any distribution of assets upon a liquidation
or otherwise,  the right to receive ratably and equally all the assets and funds
of the  corporation  remaining after the payment to the holders of the Preferred
Stock  of the  specific  amounts  which  they  are  entitled  to  received  upon
liquidation,  as provided in the  Corporation's  Articles  of  Organization,  as
amended

B. PREFERRED STOCK

          The Board of  Directors  (or a  committee  thereof) is  authorized  to
establish  one or more  series of  Preferred  Stock  and,  to the  extend now or
hereafter permitted by the laws of the Commonwealth of Massachusetts, to fix and
determine the preferences  voting powers  qualifications and special or relative
rights or privileges of the Preferred stock including but not limited to:

(a)      the number of shares to constitute such series and the distinguishing
         designation thereof;

(b)      the dividend rate (cumulative or noncumulative) on the shares of such
         series and the preferences, if any, and the special and relative rights
         of such shares of such series as to dividends;

(c)      whether or not the shares of such series shall be  redeemable,  and, if
         redeemable,  the price terms and manner of  redemption;

(d)      the preferences, if any and the special and relative rights of the
         shares of such series upon liquidation of the Corporation;


<PAGE>

(e)      whether or not the shares of such series shall be subject to the
         operation of a sinking or purchase fund and, if so, the terms and
         provisions of such fund;

(f)      whether or not the shares of such a series shall be convertible into
         shares of any other class or any other series of the same or any other
         class of stock of the Corporation and, if so, the conversion price or
         ration and other conversion rights;

(g)      the conditions under which the shares of such series shall have
         separate voting rights or no voting rights; and

(h)      such other designations, preferences and relative, participating,
         optional or other special rights and qualifications, limitations or
         restrictions of such series to the full extend new or hereafter
         permitted by the laws of the Commonwealth of Massachusetts.

In the event that at any time the Board of  Directors  (or a committee  thereof)
shall have  established  and  designated  one or more series of Preferred  Stock
consisting  of a number of  shares  less  than all of the  authorized  number of
shares of Preferred  Stock, the remaining  authorized  shares of Preferred Stock
shall be deemed to be shares of an undesignated  series of Preferred Stock until
designated by the Board of Directors (or a committee thereof) as being a part of
a series  previously  established or a new series then being  established by the
Board  of  Directors.  Nothwithstanding  the  fixing  of the  number  of  shares
constituting  a  particular  series,  the  Board of  Directors  for a  committee
thereof) may at any time authorize the issuance of additional shares of the same
class



<PAGE>
                              CONTINUATION PAGE 4B

The  foregoing  amendment(s)  will  become  effective  when  these  Articles  Of
Amendment are filed in accordance  with General  Laws,  Chapter 156B,  Section 6
unless  these  articles  specify,  in  accordance  with  the vote  adopting  the
amendment, a later effective date not more than thirty day after such filing, in
which event the amendment will become effective on such later date.


Later EFFECTIVE DATE:
                      ----------------------------------------------------------

SIGNED UNDER THE PENALTIES OF PERJULY, this 16th day of September, 1996.


                                                      President/ *Vice President
--------------------------------------------------------------------------------

                                                         Clerk/ *Assistant Clerk
--------------------------------------------------------------------------------
<PAGE>

                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

================================================================================


I hereby  approve the within  Articles of  Amendment  and, the filing fee in the
amount of $600.00 having been paid,  said articles are deemed to have been filed
with me this 19th day of September 1996.

                           Effective date:
                                          --------------------------------------



                           --------------------------
                             William Francis Galvin
                          Secretary of the Commonwealth







                         TO BE FILLED IN BY CORPORATION
                PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:


                              Victor J. Paci, Esq.
                              Bingham, Dana & Gould
                               150 Federal Street
                                Boston, MA 02110
                            Telephone (617) 951-8000