EXHIBIT 3.5

                        THE COMMONWEALTH OF MASSACHUSETTS
                             William Francis Galvin
                          Secretary of the Commonwealth

                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
                              ARTICLES OF AMENDMENT
                     General Laws, Chapter 156B, Section 72


                                                          Federal Identification
                                                                   No. 04-274310





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

                               Luxtec Corporation
                               ------------------
                           (EXACT Name of Corporation)


              Located at 326 Clark Street, Worcester MA 01606-1214
              ----------------------------------------------------
                     (MASSACHUSETTS Address of Corporation)


do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED 6
--------------------------------------------------------------------------------

of the Articles of  Organization  were duly adopted at a meeting held on October
20 1995, by vote of

1,144,703 shares of      Common Stock       out of 1,438,661 shares outstanding,
                       ------------------
                 type, class & series (if any)

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

           shares of                         out 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 limit the
         personal liability and provide for the indemnification of officers and
         directors of the Corporation in certain situations.

         SEE CONTINUATION SHEET VI (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:

The total presently authorized is:

<TABLE>
<CAPTION>
<BTB>
------------------------------------------------------------ ----- -----------------------------------------------------------------
                 WITHOUT PAR VALUE STOCKS                                                WITH PAR VALUE STOCKS
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------

         TYPE                    NUMBER OF SHARES                         TYPE             NUMBER OF SHARES          PAR VALUE
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------
<S> <C>
COMMON:                                                            COMMON:
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------

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


CHANGE the total authorized to:

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

                 WITHOUT PAR VALUE STOCKS                                                WITH PAR VALUE STOCKS
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------

         TYPE                    NUMBER OF SHARES                         TYPE             NUMBER OF SHARES          PAR VALUE
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------

COMMON:                                                            COMMON:
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------

PREFERRED:                                                         PREFERRED:
----------------------- ------------------------------------ ----- -------------------- ----------------------- --------------------
</TABLE>

<PAGE>

                                    EXHIBIT A
                              ARTICLES OF AMENDMENT
                                       to
                            ARTICLES OF ORGANIZATION
                                       of
                               LUXTEC CORPORATION
                              Continuation Sheet VI
                              ---------------------
                                   ARTICLE VI

Other lawful provisions,  if any, for the conduct and regulation of business and
affairs of the  corporation,  for its  voluntary  dissolution,  or for limiting,
defining, or regulation,  the powers of the corporation,  or of its directors or
stockholders, or of any class of stockholders: (If there are no provisions state
"None".)

1.        No director shall be personally liable to the corporation or to any of
          its stockholders for monetary damages for any breach of fiduciary duty
          by such  director as a director  notwithstanding  any provision of law
          imposing  such  liability;  provided,  however,  that  to  the  extent
          required from time to time by applicable law, this provision shall not
          eliminate the liability of a director, to the extent such liability is
          provided by applicable  law, (a) for any breach of the director's duty
          of loyalty to the  corporation  or its  stockholders,  (b) for acts or
          omissions not in good faith which involve intentional  misconduct or a
          knowing  violation of law,  (c) under  Section 61 or Section 62 of the
          Business Corporation Law of The Commonwealth of Massachusetts,  or (d)
          for any  transaction  from  which the  director  derived  an  improper
          personal benefit. No amendment to or repeal of this Article VI-A 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 the effective  date of such amendment or
          repeal.

2.        INDEMNIFICATION.

2.1       RIGHT TO  INDEMNIFICATION.  The  corporation  shall indemnify and hold
          harmless each person who was or is a party or is threatened to be made
          a party to or is  otherwise  involved  in any  threatened,  pending or
          completed action,  suit,  proceeding or investigation,  whether civil,
          criminal  or  administrative  (a  "Proceeding"),  by  reason of being,
          having been or having  agreed to become,  a director or officer of the
          corporation,  or serving,  having served or having agreed to serve, at
          the request of the  corporation,  as a director or officer of, or in a
          similar  capacity with,  another  organization or in any capacity with
          respect to any employee  benefit plan (any such person being  referred
          to hereafter as an  "Indemnitee"),  or by reason of any action alleged
          to have been taken or omitted in such  capacity,  against all expense,
          liability and loss (including without limitation reasonable attorneys'
          fees, judgments, fines, "ERISA" excise taxes or penalties) incurred or
          suffered  by  the  Indemnitee  or  on  behalf  of  the  Indemnitee  in
          connection with such Proceeding and any appeal  therefrom,  unless the
          Indemnitee  shall have been adjudicated in such Proceeding not to have
          acted in good faith in the  reasonable  belief  that his or her action
          was in the best  interest  of the  corporation  or, to the extent such
          matter relates to service with respect to an employee benefit plan, in
          the  best  interests  of the  participants  or  beneficiaries  of such
          employee  benefit  plan.  Notwithstanding  anything to the contrary in
          this  Article,   except  as  set  forth  in  Section  2.6  below,  the
          corporation  shall not indemnify or advance  expenses to an Indemnitee
          seeking  indemnification  in  connection  with a  Proceeding  (or part
          thereof)  initiated by the Indemnitee,  unless the initiation  thereof
          was approved by the Board of Directors of the corporation.


<PAGE>

2.2       SETTLEMENTS.   Subject  to  compliance  by  the  Indemnitee  with  the
          applicable   provisions   of   Section   2.5   below,   the  right  to
          indemnification  conferred in this Article  shall include the right to
          be paid by the  corporation for amounts paid in settlement of any such
          Proceeding  and any  appeal  therefrom,  and all  expenses  (including
          attorneys' fees) incurred in connection with such settlement, pursuant
          to a consent  decree  or  otherwise,  unless it is held or  determined
          pursuant to Section 2.5 below that the  Indemnitee did not act in good
          faith in the reasonable  belief that his or her action was in the best
          interest of the  corporation  or, to the extent such matter relates to
          service  with  respect  to an  employee  benefit  plan,  in  the  best
          interests  of the  participants  or  beneficiaries  of  such  employee
          benefit plan.

2.3       NOTIFICATION  AND DEFENSE OF PROCEEDINGS.  The Indemnitee shall notify
          the  corporation  in writing as soon as reasonably  practicable of any
          Proceeding involving the Indemnitee for which indemnity or advancement
          of expenses is  intended to be sought.  Any  omission so to notify the
          corporations  shall not relieve it from any liability that it may have
          to the Indemnitee  under this Article  unless,  and only to the extent
          that, such omission results in the forfeiture of substantive rights or
          defenses by the  corporation.  With respect to any Proceeding of which
          the corporation is so notified, the corporation shall be entitled, but
          not  obligated,  to  participate  therein at its own expense and/or to
          assume the  defense  thereof at its own  expense,  with legal  counsel
          reasonable  acceptable  to the  Indemnitee,  except as provided in the
          last sentence of this Section 2.3.  After notice from the  corporation
          to the  Indemnitee of its election so to assume such defense  (subject
          to the  limitations  in the last  sentence of this Section  2.3),  the
          corporation  shall not be liable  to the  Indemnitee  for any fees and
          expenses  of  counsel  subsequently  incurred  by  the  Indemnitee  in
          connection with such Proceeding,  other than as provided below in this
          Section 2.3. The Indemnitee  shall have the right to employ his or her
          own  counsel  in  connection  with such  Proceeding,  but the fees and
          expenses of such counsel incurred after notice from the corporation of
          its  assumption  of the defense  thereof at its expense  with  counsel
          reasonably  acceptable  to  Indemnitee  shall be at the expense of the
          Indemnitee  unless (i) the  employment of counsel by the Indemnitee at
          the corporation's expense has been authorized by the corporation, (ii)
          counsel to the Indemnitee  shall have reasonably  concluded that there
          may be a conflict of interest  or  position on any  significant  issue
          between  the  corporation  and the  Indemnitee  in the  conduct of the
          defense of such action or (iii) the corporation shall not in fact have
          employed counsel reasonably acceptable to the Indemnitee to assume the
          defense of such  Proceeding  within a reasonable  time after receiving
          notice  thereof,  in each of which  cases  the fees  and  expenses  of
          counsel for the Indemnitee shall be at the expense of the corporation,
          except  as  otherwise   expressly   provided  by  this  Article.   The
          corporation  shall  not  be  entitled,  without  the  consent  of  the
          Indemnitee,  to assume the defense of any Proceeding  brought by or in
          the right of the corporation or as to which counsel for the Indemnitee
          shall have reasonably made the conclusion  provided for in clause (ii)
          above.

2.4       ADVANCEMENT  OF  EXPENSES.  Except as  provided  in Section 2.3 of the
          Article,  as part of the  right  to  indemnification  granted  by this
          Article,  any  expenses  (including  attorneys'  fees)  incurred by an
          Indemnitee in defending any Proceeding within the scope of Section 2.1
          of  this  Article  or  any  appeal  therefrom  shall  be  paid  by the
          corporation  in  advance  of the  final  disposition  of such  matter,
          provided,  however,  that the payment of such expenses  incurred by an
          Indemnitee in advance of the final disposition of such matter shall be
          made only upon receipt of a written undertaking by or on behalf of the
          Indemnitee to repay all amounts so advanced in the event that it shall
          ultimately  be  determined  that the  Indemnitee is not entitled to be
          indemnified by the corporation as authorized by Section 2.1 or Section
          2.2 of this Article. Such undertaking need not be secured and shall be
          accepted without  reference to the financial ability of the Indemnitee
          to make such repayment.  Such advancement of expenses shall be made by
          the  corporation  promptly  following its receipt of written  requests
          therefor  by  the  Indemnitee,   accompanied  by  reasonably  detailed
          documentation, and of the foregoing undertaking.


<PAGE>
2.5       CERTAIN  PRESUMPTIONS AND DETERMINATIONS.  If, in a Proceeding brought
          by or in the right of the  corporation,  a director  or officer of the
          corporation is held not liable for monetary  damages,  whether because
          that director or officer is relieved of personal  liability  under the
          provisions of Section 1 of this Article or otherwise, that director or
          officer  shall be deemed to have met the standard of conduct set forth
          in  Section  2.1 and  thus to be  entitled  to be  indemnified  by the
          corporation  thereunder.  In any  adjudicated  Proceeding  against  an
          Indemnitee  brought  by reason  of the  Indemnitee's  serving,  having
          served or  agreed to serve,  at the  request  of the  corporation,  an
          organization  other  than  the  corporation  in  one  or  more  of the
          capacities  indicated in Section 2.1, if the Indemnitee shall not have
          been  adjudicated  not to have acted in good  faith in the  reasonable
          belief that the  Indemnitee's  action was in the best interest of such
          other  organization,  the  Indemnitee  shall be deemed to have met the
          standard of conduct  set forth in Section 2.1 and thus  entitled to be
          indemnified thereunder.  An adjudication in such a Proceeding that the
          Indemnitee did not act in good faith in the reasonable belief that the
          Indemnitee's   action  was  in  the  best   interest   of  such  other
          organization  shall not create a presumption  that the  Indemnitee has
          not met the  standard of conduct set forth in Section 2.1. In order to
          obtain  indemnification  of amounts  paid in  settlement  pursuant  to
          Section  2.2 of this  Article,  the  Indemnitee  shall  submit  to the
          corporation  a  written  request,   including  in  such  request  such
          documentation  and  information  as is  reasonably  available  to  the
          Indemnitee  and is  reasonably  necessary to determine  whether and to
          what extent the  Indemnitee is entitled to such  indemnification.  Any
          such indemnification under Section 2.2 shall be made promptly,  and in
          any event  within 60 days  after  receipt  by the  corporation  of the
          written  request  of the  Indemnitee,  unless  a  court  of  competent
          jurisdiction  holds within such 60-day period that the  Indemnitee did
          not meet the  standard  of  conduct  set forth in  Section  2.2 or the
          corporation determines,  by clear and convincing evidence, within such
          60-day period that the  Indemnitee  did not meet such  standard.  Such
          determination  shall  be  made  by  the  Board  of  Directors  of  the
          corporation,  based on advice of  independent  legal counsel (who may,
          with the consent of the  Indemnitee,  be regular  legal counsel to the
          corporation).  The  corporation  and the  directors  shall be under no
          obligation to undertake any such  determination  or to seek any ruling
          from any court.

2.6       REMEDIES.  The right to indemnification or advances as granted by this
          Article  shall  be  enforceable  by the  Indemnitee  in any  court  of
          competent  jurisdiction if the corporation  denies such a request,  in
          whole or in part,  or,  with  respect to  indemnification  pursuant to
          Section  2.2,  if no  disposition  thereof  is made  within the 60-day
          period referred to above in Section 2.5. Unless otherwise  provided by
          law,  the burden of proving  that the  Indemnitee  is not  entitled to
          indemnification or advancement of expenses under this Article shall be
          on the corporation.  Neither absence of any determination prior to the
          commencement  of such  action  that  indemnification  is proper in the
          circumstances  because the Indemnitee has met any applicable  standard
          of conduct, nor an actual determination by the corporation pursuant to
          Section 2.5 that the Indemnitee has not met such  applicable  standard
          of conduct,  shall be a defense to the action or create a  presumption
          that the Indemnitee  has not met the  applicable  standard of conduct.
          The  Indemnitee's  expenses  (including  reasonable  attorneys'  fees)
          incurred in connection with successfully establishing his or her right
          to indemnification,  in whole or in part, in any such Proceeding shall
          also  be paid  by the  corporation.


<PAGE>
2.7       CONTRACT RIGHT: Subsequent Amendment. The right to indemnification and
          advancement of expenses  conferred in this Article shall be a contract
          right.  No amendment,  termination or repeal of this Article or of the
          relevant provisions of Chapter 156B of the Massachusetts  General Laws
          or any other  applicable  laws shall affect or diminish in any way the
          rights of any Indemnitee to indemnification or advancement of expenses
          under the provisions hereof with respect to any Proceeding arising out
          of or relating to any action, omission, transaction or facts occurring
          prior to the final adoption of such amendment,  termination or repeal,
          except with the consent of the Indemnitee.

2.8       OTHER RIGHTS. The indemnification and advancement of expenses provided
          by this Article  shall not be deemed  exclusive of any other rights to
          which an Indemnitee seeking indemnification or advancement of expenses
          may be entitled under any law (common or statutory), agreement or vote
          of stockholders or directors or otherwise, both as to action in his or
          her  official  capacity and as to action in any other  capacity  while
          holding  office  for the  corporation,  and  shall  continue  as to an
          Indemnitee who has ceased to be a director or officer, and shall inure
          to the benefit of the estate,  heirs,  executors and administrators of
          the Indemnitee.  Nothing  contained in this Article shall be deemed to
          prohibit,  and the  corporation  is  specifically  authorized to enter
          into, agreements with any Indemnitee providing indemnification, rights
          and procedures different from those set forth in the Article.

2.9       PARTIAL  INDEMNIFICATION.  If an  Indemnitee  is  entitled  under  any
          provision of this Article to  indemnification  by the corporation from
          some  or a  portion  of  the  expenses  (including  attorneys'  fees),
          judgments, fines or amounts paid in settlement actually and reasonably
          incurred by the Indemnitee or on his or her behalf in connection  with
          any  Proceeding  and any appeal  therefrom but not,  however,  for the
          total amount thereof, the corporation shall nevertheless indemnify the
          Indemnitee  for the  portion of such  expenses  (including  attorneys'
          fees),  judgments,  fines or amounts paid in  settlement  to which the
          Indemnitee is entitled.

2.10      INSURANCE. The corporation may purchase and maintain insurance, at its
          expense,  to protect  itself and any  director,  officer,  employee or
          agent of the corporation or another  organization or employee  benefit
          plan against any expense, liability or loss incurred by such person in
          any such  capacity,  or arising out of such  person's  status as such,
          whether or not the corporation  would have the power to indemnify such
          person  against such expense,  liability or loss under Chapter 156B of
          the Massachusetts General Laws.

2.11      MERGER  OR  CONSOLIDATION.  If  the  corporation  is  merged  into  or
          consolidated  with another  corporation and the corporation is not the
          surviving  corporation,  the  surviving  corporation  shall assume the
          obligations of the corporation  under this Article with respect to any
          Proceeding  arising  out  of or  relating  to  any  action,  omission,
          transaction or facts  occurring on or prior to the date of such merger
          or consolidation.

2.12      SAVINGS  CLAUSE.  If this  article  or any  portion  hereof  shall  be
          invalidated on any ground by any court of competent jurisdiction, then
          the corporation shall  nevertheless  indemnify and advance expenses to
          each  Indemnitee  as to  any  expenses  (including  attorneys'  fees),
          judgments, fines and amounts paid in settlement in connection with any
          Proceeding, including an action by or in the right of the corporation,
          to the fullest  extent  permitted  by any  applicable  portion of this
          Article that shall not have been invalidated and to the fullest extent
          permitted by applicable law.

2.13      SUBSEQUENT LEGISLATION.  If the Massachusetts General Laws are amended
          after adoption of this Article to expand  further the  indemnification
          permitted to Indemnitees,  then the  corporation  shall indemnify such
          persons to the fullest extent permitted by the  Massachusetts  General
          Laws as so amended.

2.14      INDEMNIFICATION   OF  OTHERS.  The  corporation  may,  to  the  extent
          authorized  from  time  to  time  by its  Board  of  Directors,  grant
          indemnification  rights to employees or agents of the  corporation  or
          other persons  serving the corporation  who are not  Indemnitees,  and
          such rights may be equivalent  to, or greater or less than,  those set
          forth in this Article.
<PAGE>
3.        Meeting of the stockholders of the corporation may be held anywhere in
          the United States.

4.        The  directors may make,  amend,  or repeal the By-Laws in whole or in
          part except with respect to any provision  thereof which by law or the
          By-Laws requires action by the stockholders.

5.        The corporation may be a partner in any business  enterprise which the
          corporation would have power to conduct by itself.

6.        The corporation may at any time enter into agreements to redeem and/or
          redeem its  outstanding  stock from any  stockholder  or  stockholders
          without having to extend the same offer to its other stockholders.

<PAGE>

The foregoing  amendment will become  effective when these articles of amendment
are filed in accordance with Chapter 156B,  Section 6 of The General Laws unless
these articles  specify,  in accordance with the vote adopting the amendment,  a
later effective date not more than thirty days after such filing, in which event
the amendment will become  effective on such later date.  LATER  EFFECTIVE DATE:
________________.

IN WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we have hereunto signed
our names this 20th day of October, in the year 1995.

                                                                       President
-----------------------------------------------------------------------
                                                                           Clerk
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<PAGE>
                        THE COMMONWEALTH OF MASSACHUSETTS

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

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

I hereby approve the within articles of organization  and, the filing fee in the
amount of $100.00 having been paid,  said articles are deemed to have been filed
with me this 20th day of October 1995




                           --------------------------
                             William Frances Galvin
                          Secretary of the Commonwealth




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


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