EXHIBIT 1

           ARTICLES OF RESTATEMENT OF THE ARTICLES OF INCORPORATION OF
                           UTAH MEDICAL PRODUCTS, INC.


         The undersigned, pursuant to the Utah Revised Business Corporation Act,
hereby adopt the following  restated  articles of  incorporation of Utah Medical
Products,  Inc.  (referred to herein as the  "Corporation"),  which  articles of
incorporation  were  originally  filed with the state of Utah on April 21, 1978,
were restated by filing restated  articles of  incorporation on October 5, 1984,
and were amended by filing  articles of amendment on June 14, 1989,  and May 29,
1992, and by the further amendments contained herein.

1.       The name of the Corporation is: Utah Medical Products, Inc.

2.       The text of the restated articles of incorporation is as follows:


                                    ARTICLE I
                                      NAME

         The name of the Corporation shall be: Utah Medical Products, Inc.


                                   ARTICLE II
                                     PURPOSE

         The  Corporation  is  organized to engage in any lawful act or activity
for  which a  corporation  may be  organized  under  the Utah  Revised  Business
Corporation Act.


                                   ARTICLE III
                                AUTHORIZED SHARES

         The Corporation shall have the authority to issue 55,000,000 shares, of
which 50,000,000 shares shall be common stock, $0.01 par value ("Common Stock"),
and  5,000,000  shares shall be preferred  stock $0.01 par value.  Shares of any
class of stock may be issued,  without  shareholder action, from time to time in
one or more  series  as may  from  time to time be  determined  by the  board of
directors.  The board of  directors  of this  Corporation  is  hereby  expressly
granted authority,  without  shareholder action, and within the limits set forth
in the Utah Revised Business Corporation Act, to:

         (a)      designate in whole or in part, the  preferences,  limitations,
         and relative rights,  of any class of shares before the issuance of any
         shares of that class;

         (b)      create one or more  series  within a class of shares,  fix the
         number of shares of each such series, and designate,  in whole or part,
         the preferences,  limitations,  and relative rights of the series,  all
         before the issuance of any shares of that series;

         (c)      alter or revoke the  preferences,  limitations,  and  relative
         rights  granted to or imposed upon any wholly  unissued class of shares
         or any wholly unissued series of any class of shares; or

         (d)      increase or  decrease  the number of shares  constituting  any
         series, the number of shares of which was originally fixed by the board
         of  directors,  either  before or after the  issuance  of shares of the
         series; provided that, the number may not be decreased below the number
         of shares of the series then outstanding,  or increased above the total
         number of authorized shares of the applicable class of shares available
         for designation as a part of the series.


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The  allocation  between  the  classes,  or among the series of each  class,  of
unlimited  voting  rights  and  the  right  to  receive  the net  assets  of the
Corporation upon dissolution,  shall be as designated by the board of directors.
All rights accruing to the  outstanding  shares of the Corporation not expressly
provided for to the  contrary  herein or in the  Corporation's  bylaws or in any
amendment  hereto or thereto shall be vested in the Common  Stock.  Accordingly,
unless  and  until  otherwise  designated  by  the  board  of  directors  of the
Corporation,  and subject to any superior  rights as so  designated,  the Common
Stock  shall have  unlimited  voting  rights and be  entitled to receive the net
assets of the Corporation upon dissolution.


                                   ARTICLE IV
                               BOARD OF DIRECTORS

                  (a)      Classified Board. The directors shall be divided into
         three  classes,  with  respect  to the time  that they  severally  hold
         office, as nearly equal in number as possible, with the initial term of
         office of the first  class of  directors  to expire at the 1995  annual
         meeting of the  corporation,  the initial  term of office of the second
         class  of  directors  to  expire  at the  1996  annual  meeting  of the
         shareholders of the Corporation,  and the initial term of office of the
         third  class of  directors  to expire  at the 1997  annual  meeting  of
         shareholders  of the  Corporation.  Commencing  with  the  1994  annual
         meeting  of  shareholders  of the  Corporation,  directors  elected  to
         succeed those  directors  whose terms have  thereupon  expired shall be
         elected for a term of office to expire at the third  succeeding  annual
         meeting of shareholders of the Corporation after their election. If the
         number of  directors  is changed,  any  increase  or decrease  shall be
         apportioned among the classes so as to maintain or attain, if possible,
         the equality of the number of  directors in each class,  but in no case
         will a decrease  in the  number of  directors  shorten  the term of any
         incumbent director.  If such equality is not possible,  the increase or
         decrease shall be apportioned  among the classes in such a way that the
         difference  in the number of  directors  in any two  classes  shall not
         exceed one.

                  (b)      Nominations.  Advance notice of  nominations  for the
         election  of  directors,  other  than by the  board of  directors  or a
         committee  thereof,  shall be given  within  the term and in the manner
         provided in the bylaws of the Corporation.

                  (c)      Removal  of  Directors.  Subject to the rights of the
         holders of any class of capital  stock of the  Corporation  (other than
         the common stock) then outstanding,  the shareholders may remove one or
         more directors at a meeting of  shareholders  called for the purpose of
         removing  directors  as stated in the notice of meeting:  (i) for cause
         (as  defined),  if the number of votes  cast for  removal  exceeds  the
         number of votes cast against  removal;  or (ii) without  cause,  on the
         affirmative  vote of two thirds of the votes  entitled to be cast.  For
         purposes  hereof,  cause shall be deemed to exist only if the  director
         whose  removal is proposed  has been  convicted in a court of competent
         jurisdiction  of a felony or has been  adjudged by a court of competent
         jurisdiction  to be liable for gross  negligence  or  misconduct in the
         performance  of such  director's  duty  to the  Corporation,  and  such
         conviction or adjudication has become final and non-appealable.

                  (d)      Vacancies.  Subject to the  rights of the  holders of
         any class of capital  stock of the  Corporation  (other than the common
         stock) then  outstanding,  any  vacancies in the board of directors for
         any  reason,  including  by reason  of any  increase  in the  number of
         directors or any removal of an incumbent director,  shall, if occurring
         prior to the  expiration  of the term of  office  of the class in which
         such vacancy occurs,  be filled only by the board of directors,  acting
         by the  affirmative  vote of a  majority  of the  remaining  directors,
         whether or not  constituting  a quorum.  A  director  elected to fill a
         vacancy  shall be elected  for the  unexpired  term of such  director's
         predecessor  in office or, if such vacancy is the result of an increase
         in the number of directors,  until the next meeting of  shareholders at
         which directors are elected.

                  (e)      Number  of   Directors.   The  number  of   directors
         constituting the entire board of directors shall be not less than three
         nor more than thirteen.  The specific number of directors  constituting
         the entire board of  directors  shall be  authorized  from time to time
         exclusively by the  affirmative  vote of a majority of the entire board
         of  directors.  As used in these  articles of  incorporation,  the term
         "entire  board of  directors"  means  the  total  authorized  number of
         directors that the corporation would have if there were no vacancies.

                  (f)      Cumulative Voting in Certain Circumstances.


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                           (i)      Except  as  and  to  the  extent   otherwise
                  provided  in  this   paragraph   (f),   shareholders   of  the
                  Corporation  shall not be entitled to cumulative voting rights
                  in any election of directors of the Corporation.

                           (ii)     There  shall  be  cumulative  voting  in any
                  election  of  directors  of the  Corporation  on or after  the
                  occurrence of both of the following events:

                                    (A)     the public announcement (which, for
                           purposes of this definition,  shall include,  without
                           limitation,  a report filed pursuant to section 13(d)
                           under the Securities Exchange Act of 1934, as amended
                           (the  "Exchange  Act"))  by  the  Corporation  or any
                           Person  (which  shall  mean  any  individual,   firm,
                           corporation,  or other entity,  and shall include any
                           successor,  by merger or  otherwise,  of such entity)
                           who  or  which,  together  with  all  Affiliates  and
                           Associates  (as such terms are  defined in rule 12b-2
                           of  the  General  Rules  and  Regulations  under  the
                           Exchange Act as in effect on the date of the adoption
                           of  these  provisions  by  the  shareholders  of  the
                           Corporation) of such Person,  shall be the Beneficial
                           Owner (as defined in rule 13d-3 and rule 13d-5 of the
                           General Rules and Regulations  under the Exchange Act
                           as in  effect  on the date of the  adoption  of these
                           provisions by the shareholders of the Corporation) of
                           40% or  more  of  the  Common  Stock  and  any  other
                           securities  of  the  Corporation   entitled  to  vote
                           generally  for  the  election  of  directors  or  any
                           security  convertible  into  or  exchangeable  for or
                           exercisable for the purchase of Common Stock or other
                           securities  of  the  Corporation   entitled  to  vote
                           generally for the election of directors  (the "Voting
                           Stock") (any such person referred to herein as a "40%
                           Shareholder")  that  such  Person  has  become  a 40%
                           Shareholder; and

                                    (B)      such 40%  Shareholder  makes, or in
                           any way participates in, directly or indirectly,  any
                           "solicitation"   of  "proxies"  (as  such  terms  are
                           defined or used in regulation  14A under the Exchange
                           Act) or  becomes  a  "participant"  in any  "election
                           contest"  (as such terms are  defined or used in rule
                           14a-11  of the  Exchange  Act)  with  respect  to the
                           Corporation;  seeks to advise or influence any person
                           (within  the  meaning  of  section  13(d)(3)  of  the
                           Exchange  Act)  with  respect  to the  voting  of any
                           securities  of  the  Corporation;   or  executes  any
                           written  consent  in lieu of a meeting  of holders of
                           the Voting Stock.

                           (iii)    Notwithstanding  the  foregoing,  no  Person
                  shall  become  a  "40%   Shareholder"  as  the  result  of  an
                  acquisition  of  Common  Stock by the  Corporation  which,  by
                  reducing  the  number of  shares  outstanding,  increases  the
                  proportionate  number  of  shares  beneficially  owned by such
                  Person to 40% or more of the Voting Stock; provided,  however,
                  that if a Person who would  otherwise be a 40% Shareholder but
                  for the  provisions of this sentence  shall,  after such share
                  purchases by the  Corporation,  become the Beneficial Owner of
                  any additional  Voting Stock, then such Person shall be deemed
                  to be a "40% Shareholder." Further, the term "40% Shareholder"
                  shall not include (A) the  Corporation,  (B) any  wholly-owned
                  subsidiary of the  Corporation,  (C) any employee benefit plan
                  of the  Corporation  or of any  corporation or other entity of
                  which a  majority  of the voting  power of the  voting  equity
                  securities   or  equity   interests  is  owned,   directly  or
                  indirectly,  by the Corporation (a  "Subsidiary"),  or (D) any
                  Person holding  securities of the  Corporation for or pursuant
                  to the terms of any such plan.

                  (g)      Amendment or Repeal.  Notwithstanding anything to the
         contrary  contained  in  these  articles,  no  amendment,   repeal,  or
         provision  inconsistent  with  the  provisions  of this  Article  IV or
         related  provision  in the bylaws of the  Corporation  shall be adopted
         unless it is approved by the vote of two-thirds  of the votes  entitled
         to be cast.


                                    ARTICLE V
                             LIMITATION ON LIABILITY

         To  the  fullest  extent   permitted  by  the  Utah  Revised   Business
Corporation  Act or any  other  applicable  law  as now in  effect  or as it may
hereafter  be  amended,  a director  of the  Corporation  shall have no personal


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liability to the Corporation or its  shareholders  for monetary  damages for any
action taken or any failure to take any action as a director.


                                   ARTICLE VI
               INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS

         To  the  fullest  extent   permitted  by  the  Utah  Revised   Business
Corporation  Act or any  other  applicable  law  as now in  effect  or as it may
hereafter be amended,  the Corporation shall indemnify directors as set forth in
the bylaws. The Corporation may indemnify officers, employees,  fiduciaries, and
agents to the extent  provided for in the bylaws or  authorized  by the board of
directors.


                                   ARTICLE VII
                               SHAREHOLDER ACTION

         Any  action  which may be taken at any  annual or  special  meeting  of
shareholders may be taken only upon the vote of the shareholders at an annual or
special  meeting duly called and may not be taken  without a meeting and without
prior notice by written consent of the shareholders. Notwithstanding anything to
the contrary  contained in these articles,  no amendment,  repeal,  or provision
inconsistent with the provisions of this Article VII or related provision in the
bylaws of the Corporation  shall be adopted unless it is approved by the vote of
two-thirds of the votes entitled to be cast.


                                  ARTICLE VIII
                           BUSINESS AT ANNUAL MEETING

         At an annual  meeting  of  shareholders,  only such  business  shall be
conducted,  and only such  proposals  shall be acted  upon,  as shall  have been
brought  before the annual meeting (a) by, or at the direction of, a majority of
the directors,  or (b) by any  shareholder of the  Corporation who complies with
the   notice   procedures   set  forth  in  the   bylaws  of  the   Corporation.
Notwithstanding  anything  to the  contrary  contained  in  these  articles,  no
amendment, repeal, or provision inconsistent with the provisions of this Article
VIII or  related  provision  in the bylaws of the  Corporation  shall be adopted
unless it is  approved  by the vote of  two-thirds  of the votes  entitled to be
cast.


                                   ARTICLE IX
                 STOCK REPURCHASES FROM INTERESTED SHAREHOLDERS

                  (a)      Vote Required for Certain Acquisitions of Securities.
         Except as set forth in paragraph (b) of this Article IX, in addition to
         any affirmative vote of shareholders  required by any provision of law,
         the  articles of  incorporation  or bylaws of the  Corporation,  or any
         policy adopted by the board of directors,  neither the  Corporation nor
         any Subsidiary shall knowingly  effect any direct or indirect  purchase
         or other  acquisition  of any equity  security of a class of securities
         which is  registered  pursuant to section 12 of the Exchange Act issued
         by the  Corporation  at a price which is in excess of the Market  Price
         (as  defined  below)  of such  equity  security  on the  date  that the
         understanding  to  effect  such  transaction  is  entered  into  by the
         Corporation  (whether or not such transaction is concluded or a written
         agreement  relating to such  transaction  is executed on such date, and
         such date to be conclusively  established by determination of the board
         of directors),  from any Interested  Shareholder (as defined below) who
         has beneficially owned such securities for less than two years prior to
         the date of such purchase,  without the affirmative vote of the holders
         of the  Voting  Stock  which  represent  at  least  a  majority  of the
         aggregate  voting  power of all equity  securities  of the  Corporation
         entitled to vote  generally  in the  election of  directors,  excluding
         Voting Stock beneficially owned by such Interested Shareholder,  voting
         together as a single  class.  Such  affirmative  vote shall be required
         notwithstanding the fact that no vote may be required, or that a lesser
         percentage may be specified,  by law or any agreement with any national
         securities exchange, or otherwise.

                  (b)   When a Vote is Not  Required.  The  provisions  of
         paragraph (a) of this Article IX shall not be  applicable  with respect
         to:


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                           (i)      any purchase,  acquisition,  redemption,  or
                  exchange of such equity securities, the purchase, acquisition,
                  redemption,  or  exchange  of  which  is  provided  for in the
                  Corporation's articles of incorporation;

                           (ii)     any purchase or other  acquisition of equity
                  securities  made as part of a tender or exchange  offer by the
                  Corporation  to purchase  securities of the same class made on
                  the same terms to all holders of such securities and complying
                  with the applicable  requirements  of the Exchange Act and the
                  rules and regulations  thereunder (or any successor provisions
                  to such Act, rules, or regulations); or

                           (iii)    an  open  market  stock   purchase   program
                  approved  by a  majority  of  those  members  of the  board of
                  directors  who were duly  elected  and  acting  members of the
                  board of directors prior to the time such Interest Shareholder
                  became such.

                  (c)      Certain Definitions.

                           (i)      "Interested   Shareholder"  shall  mean  any
                  Person (other than the Corporation or any Subsidiary)  that is
                  the direct or indirect Beneficial Owner of more than 5% of the
                  aggregate  voting power of the Voting Stock, and any Affiliate
                  or  Associate   of  any  such  Person.   For  the  purpose  of
                  determining whether a Person is an Interested Shareholder, the
                  outstanding  Voting  Stock shall  include  unissued  shares of
                  voting  stock  of the  corporation  of  which  the  Interested
                  Shareholder is the Beneficial Owner, but shall not include any
                  other shares of voting stock of the  Corporation  which may be
                  issuable   pursuant   to  any   agreement,   arrangement,   or
                  understanding,   or  upon  exercise  of   conversion   rights,
                  warrants,  or options, or otherwise,  to any Person who is not
                  the Interested Shareholder.

                           (ii)     "Market  Price"  of  shares of a class of an
                  equity  security of the  Corporation on any day shall mean the
                  highest  closing  sale price  (regular  way) of shares of such
                  class  of  such  equity  security  during  the 30  day  period
                  immediately  preceding  such  day,  on the  largest  principal
                  national  securities  exchange on which such class of stock is
                  then  listed  or  admitted  to  trading,  or if not  listed or
                  admitted to trading on any national securities exchange,  then
                  the highest reported closing sale price for such shares in the
                  over-the-counter  market  as  reported  on  the  Nasdaq  Stock
                  Market,  or if such sale prices shall not be reported thereon,
                  the highest  closing bid price so reported,  or, if such price
                  shall not be reported  thereon,  as the same shall be reported
                  by the National Quotation Bureau Incorporated, or if the price
                  is not  determinable as set forth above, as determined in good
                  faith by the board of directors.

                  (d)      Amendment or Repeal.  Notwithstanding anything to the
         contrary  contained  in  these  articles,  no  amendment,   repeal,  or
         provision  inconsistent  with  the  provisions  of this  Article  IX or
         related  provision  in the bylaws of the  Corporation  shall be adopted
         unless it is approved by the vote of two-thirds  of the votes  entitled
         to be cast.


                                    ARTICLE X
                  POWER OF BOARD TO OPPOSE CERTAIN TRANSACTIONS

                  (a)      Factors to Consider.  The board of directors  may, if
         it deems  it  advisable,  oppose  a  tender,  or  other  offer  for the
         Corporation's  securities,  whether  the  offer  is in  cash  or in the
         securities  of a  corporation  or  otherwise,  or  any  other  Business
         Combination (as defined below).  When considering  whether to oppose an
         offer,  the board of directors  may, but is not legally  obligated  to,
         consider  any  relevant  factors.  By  way  of  illustration,  but  not
         limitation,  the board of  directors  may,  but  shall  not be  legally
         obligated to, consider any and all of the following:  whether the offer
         price is  acceptable  based on the  historical  and  present  operating
         results or  financial  condition  of the  Corporation,  or based on the
         current value of the  Corporation in a freely  negotiated  transaction;
         whether a more favorable price could be obtained for the  Corporation's
         securities in the future;  the social,  legal and economic impact which
         an  acquisition  of  the  Corporation  would  have  on  the  employees,
         creditors,   customers,  and  suppliers  of  the  Corporation  and  any
         Subsidiary  and on the  community  in  which  the  Corporation  and its


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<PAGE>


         Subsidiaries  do  business;  the  economy  of the  states  in which the
         Company  and  its  Subsidiaries  do  business  and of the  nation;  the
         reputation, character, integrity, business philosophy, financial status
         and business practices of the offeror and its management and affiliates
         and as they  would  affect the  employees,  creditors,  customers,  and
         suppliers of the Corporation and its  Subsidiaries and the future value
         of the Corporation's stock; the value of the securities,  if any, which
         the offeror is offering in exchange for the  Corporation's  securities,
         based on an analysis of the worth of the Corporation as compared to the
         corporation or other entity whose  securities  are being  offered;  any
         antitrust or other legal and  regulatory  issues that are raised by the
         offer; and any other relevant factors,  including the long-term as well
         as the short-term  interests of the Corporation  and its  shareholders,
         whether or not such other  factors  are  monetary  or  non-monetary  in
         nature, or are shareholder or non-shareholder considerations.

                  (b)      Permitted   Action.   If  the   board  of   directors
         determines  that an offer  should be  rejected,  it may take any lawful
         action to accomplish its purpose, including, but not limited to, any or
         all of the following:  advising  shareholders  not to accept the offer;
         litigation against the offeror; filing complaints with all governmental
         and regulatory  authorities;  acquiring the  Corporation's  securities;
         selling or otherwise  issuing  authorized  but unissued  securities  or
         treasury  stock or granting  options  with respect  thereto  including,
         without   limitation,   creating  a  so-called  "poison  pill"  defense
         (including both put and call poison pills),  "rights plan" or any other
         anti-takeover defense permitted under the articles of incorporation and
         under state law; refusing to redeem any outstanding "poison pill" right
         or option or  refusing  to remove  any  other  barriers  to the  offer;
         acquiring a company to create an antitrust or other regulatory  problem
         for the offeror;  establishing  employee  stock  ownership  plans;  and
         obtaining a more favorable offer from another individual or entity.

                  (c)      Definition   of   Business   Combination.   The  term
         "Business  Combination"  shall mean (A) any merger,  consolidation,  or
         share exchange of the Corporation or any of its Subsidiaries  within or
         into an  Interested  Shareholder,  in each case  irrespective  of which
         corporation  or company is to be the  surviving  entity;  (B) any sale,
         lease, exchange, mortgage, pledge, transfer, or other disposition to or
         with an Interested  Shareholder (in a single transaction or a series of
         related transactions) of all or a substantial part of the assets of the
         Corporation  (including,   without  limitation,  any  securities  of  a
         Subsidiary  of the  Corporation)  or all or a  substantial  part of the
         assets  of any of its  Subsidiaries;  (C) any  sale,  lease,  exchange,
         mortgage,  or pledge,  transfer,  or other  disposition  to or with the
         Corporation,  or to or  with  any  of  its  Subsidiaries  (in a  single
         transaction or series of related  transactions) of all or a substantial
         part of the assets of an  Interested  Shareholder;  (D) the issuance or
         transfer  by  the  Corporation  or  any  of  its  Subsidiaries  of  any
         securities  of  the  Corporation  or  any  of  its  Subsidiaries  to an
         Interested   Shareholder   (other  than  an  issuance  or  transfer  of
         securities which is effected on a pro rata basis to all shareholders of
         the Corporation);  (E) any acquisition by the Corporation or any of its
         Subsidiaries of any securities issued by an Interested Shareholder; (F)
         any  recapitalization  or  reclassification  of  shares of any class of
         voting stock of the Corporation or any merger or  consolidation  of the
         Corporation with any of its  Subsidiaries  which would have the effect,
         directly or indirectly,  of increasing the  proportionate  share of the
         outstanding shares of any class of capital stock of the Corporation (or
         any securities  convertible into any class of such capital stock) owned
         by any Interested  Shareholder;  (G) any merger or consolidation of the
         Corporation with any of its Subsidiaries  after which the provisions of
         this Article XI shall not appear in the articles of  incorporation  (or
         the equivalent charter documents) of the surviving entity; (H) any plan
         or proposal for the liquidation or dissolution of the Corporation;  and
         (I) any agreement,  contract or other arrangement  providing for any of
         the transactions  described in this definition of Business Combination.
         Whether or not any proposed sale, lease,  exchange,  mortgage,  pledge,
         transfer,  or other  disposition  of part of the  assets of any  entity
         involves a  "substantial  part" of the assets of such  entity  shall be
         conclusively determined by a two-thirds vote of the board of directors;
         provided,  however,  that assets involved in any single  transaction or
         series of related  transactions  having an aggregate fair market value,
         as determined by the board of directors,  of more than 15% of the total
         consolidated  assets of an entity and its subsidiaries as at the end of
         such entity's last full fiscal year prior to such  determination  shall
         always be deemed to constitute a "substantial part."

                  (d)      Effect on  Directors'  Power and  Liability.  Nothing
         contained herein shall be deemed to limit or restrict the powers of the
         board of directors, or to enlarge the duties of the board of directors,
         as provided in Utah law, or to create director liability for taking any
         action authorized hereunder.


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                  (e)      Amendment or Repeal.  Notwithstanding anything to the
         contrary  contained  in  these  articles,  no  amendment,   repeal,  or
         provision inconsistent with the provisions of this Article X or related
         provision in the bylaws of the  Corporation  shall be adopted unless it
         is approved by the vote of two-thirds of the votes entitled to be cast.


                                   ARTICLE XI
                       FAIR PRICE ON BUSINESS COMBINATIONS

                  (a)      Vote Required.  No Business  Combination  (as defined
         above)  shall  be   consummated   or  effected   unless  such  Business
         Combination  shall have been  approved by the  affirmative  vote of the
         holders of not less than  two-thirds  of the total  voting power of all
         outstanding  shares of  Voting  Stock of the  Corporation,  voting as a
         single class. Such vote shall be required notwithstanding the fact that
         no vote for such a transaction  may be required by law or that approval
         by some lesser percentage of shareholders may be specified by law or in
         any agreement with any national securities exchange or otherwise.

                  (b)      Vote Not  Required.  The vote  required  pursuant  to
         paragraph (a) above shall not be required,  and the  provisions of Utah
         law or in any  agreement  with  any  national  securities  exchange  or
         otherwise   relating  to  the  vote   required   or  the   approval  of
         shareholders,  if any, shall apply to any such Business  Combination if
         either of the following conditions is satisfied,  or if, in the case of
         a Business  Combination not involving the receipt of  consideration  by
         the  holders  of  the  Corporation's  outstanding  capital  stock,  the
         condition specified in subparagraph (i) is met:

                           (i)      The Continuing  Directors (as defined below)
                  shall have expressly  approved such Business  Combination by a
                  two-thirds  vote  either in  advance of or  subsequent  to the
                  acquisition  of  outstanding  shares of  capital  stock of the
                  Corporation that caused the Interested Shareholder involved to
                  become an Interested  Shareholder.  In determining  whether or
                  not to approve any such Business  Combination,  the Continuing
                  Directors  may  give due  consideration  to all  factors  they
                  consider  relevant,   including  without   limitation,   those
                  identified in Article X; or

                           (ii)     All of the following  conditions  shall have
                  been met:

                                    (A)      The cash,  or fair market  value of
                           other consideration,  to be received per share by the
                           shareholders  of the  Corporation  in  such  Business
                           Combination  bears the same or a  greater  percentage
                           relationship to the Market Price of the Corporation's
                           capital stock  immediately  prior to the announcement
                           of such Business Combination as the highest per share
                           price   (including   brokerage   commissions   and/or
                           soliciting   dealers'   fees)  which  the  Interested
                           Shareholder  has  theretofore  paid  for  any  of the
                           shares of the  Corporation's  capital  stock  already
                           owned by it bears to the  Market  Price of the Common
                           Stock  of the  Corporation  immediately  prior to the
                           commencement  of  acquisition  of  the  Corporation's
                           capital stock by the Interested Shareholder; and

                                    (B)      The cash,  or fair market  value of
                           other consideration,  to be received per share by the
                           shareholders  of the  Corporation  in  such  Business
                           Combination  (1) is not  less  than the  highest  per
                           share price (including  brokerage  commissions and/or
                           soliciting  dealers'  fees)  paid  by the  Interested
                           Shareholder  in acquiring  any of its holdings of the
                           Corporation's capital stock, and (2) is not less than
                           the  earnings  per  share  of  capital  stock  of the
                           Corporation  for the  four  full  consecutive  fiscal
                           quarters, or the last fiscal year reported, whichever
                           is higher,  immediately preceding the record date for
                           solicitation  of votes on such Business  Combination,
                           multiplied  by  the  higher  of  either  the  highest
                           price/earnings multiple of the Corporation during the
                           two years prior to the  announcement of such Business
                           Combination or the then  price/earnings  multiple (if
                           any) of the  Interested  Shareholder  as  customarily
                           computed and reported in the financial community; and

                                    (C)      The price offered must also include
                           an   additional   premium  equal  to  the  per  share
                           equivalent of 50% of the highest consolidated balance
                           of domestic and foreign cash, cash  equivalents,  and
                           marketable  securities held by the Corporation at any


                                      -7-
<PAGE>


                           time  during  the period  commencing  on the date the
                           Interested  Shareholder  first acquired any shares of
                           the  Corporation's  capital stock and  terminating on
                           the  fifteenth  day  prior to the  date on which  the
                           proxy statement referred to in (F) below is scheduled
                           to  be   mailed  to   public   shareholders   of  the
                           Corporation; and

                                    (D)      After  the  Interested  Shareholder
                           has   acquired  a  5%  interest   and  prior  to  the
                           consummation  of such Business  Combination:  (1) the
                           Interested  Shareholder  shall  have  taken  steps to
                           ensure  that the  Corporation's  board  of  directors
                           includes at all times  representation  by  Continuing
                           Directors  proportionate to the  shareholdings of the
                           Corporation's public shareholders not affiliated with
                           the   Interested   Shareholder   (with  a  Continuing
                           Director  to occupy any  resulting  fractional  board
                           position); (2) there shall have been no change in the
                           amount per share  payable or paid as dividends on the
                           Corporation's  capital stock, except as may have been
                           approved by a unanimous  vote of the  directors;  (3)
                           the  Interested  Shareholder  shall not have acquired
                           any  newly  issued  shares  of  stock,   directly  or
                           indirectly,   from  the   Corporation   (except  upon
                           conversion of convertible  securities  acquired by it
                           prior to  obtaining a 5% interest or as a result of a
                           pro rata stock  dividend or stock spit);  and (4) the
                           Interested  Shareholder  shall not have  acquired any
                           additional  shares of the  Corporation's  outstanding
                           capital stock or securities  convertible into capital
                           stock,  except  as a part  of the  transaction  which
                           results in the Interested  Shareholder  acquiring its
                           5% interest; and

                                    (E)      The  Interested  Shareholder  shall
                           not  have  (1)  received  the  benefit,  directly  or
                           indirectly (except proportionately as a shareholder),
                           of any loans, advances, guarantees, pledges, or other
                           financial  assistance or tax credits  provided by the
                           Corporation,  or (2) made  any  major  change  in the
                           Corporation's  business or equity  capital  structure
                           without the unanimous  approval of the directors,  in
                           either  case  prior  to  the   consummation  of  such
                           Business Combination; and

                                    (F)      Prior  to the  consummation  of any
                           Business  Combination  and  prior  to any vote of the
                           Corporation's  shareholders  under  paragraph  (a) of
                           this  Article XI, a proxy  statement  or  information
                           statement  complying  with  the  requirements  of the
                           Exchange   Act  shall   have   been   mailed  to  all
                           shareholders  of the  Corporation  for the purpose of
                           informing the Corporation's  shareholders  about such
                           proposed Business  Combination and, if their approval
                           is required by paragraph  (a) of this Article XI, for
                           the  purpose of  soliciting  shareholder  approval of
                           such Business  Combination.  Such proxy  statement or
                           information  statement  shall  contain  at the  front
                           thereof,  in a prominent  place,  a statement  by the
                           Continuing   Directors  of  their   position  on  the
                           advisability  (or  inadvisability)  of  the  proposed
                           Business  Combination  and, if deemed  advisable by a
                           majority of the Continuing Directors, an opinion of a
                           reputable  investment banking firm as to the fairness
                           (or not) of the terms of such  Business  Combination,
                           from the point of view of the remaining  shareholders
                           of the Corporation  (such investment  banking firm to
                           be selected by a majority of the Continuing Directors
                           and to be paid a reasonable fee for their services by
                           the Corporation).

                  (c)      For the purpose of this Article XI:

                           (i)      The term  "Continuing  Director"  shall mean
                  any director of the  Corporation  who was a director  prior to
                  the time the Interested Shareholder became such, and any other
                  director  whose  election  as a director  was  recommended  or
                  approved by a majority  of  Continuing  Directors.  Any action
                  required to be taken by vote of the Continuing Directors shall
                  be effective only if taken at a meeting at which two-thirds of
                  the  Continuing  Directors  capable of  exercising  the powers
                  conferred  upon them under the provisions of these articles of
                  incorporation  or the bylaws of the  Corporation or by law are
                  present.

                           (iii)    An Interested Shareholder shall be deemed to
                  have acquired a share of the capital stock of the  Corporation
                  at the  time  when  such  Interested  Shareholder  became  the
                  Beneficial  Owner  thereof.  With  respect to shares  owned by
                  Affiliates or Associates of an Interested Shareholder or other


                                      -8-
<PAGE>


                  person  whose   ownership  is   attributed  to  an  Interested
                  Shareholder,   for  purposes  of  subparagraph  (ii)  of  this
                  paragraph (c), such Interested  Shareholder shall be deemed to
                  have purchased such shares at the higher of (A) the price paid
                  upon the acquisition thereof by the Affiliate,  Associate,  or
                  other person who owns such shares,  or (B) the Market Price of
                  the  shares  in  question  at the  time  when  the  Interested
                  Shareholder became the Beneficial Owner thereof.

                  (d)      No proposal to amend or repeal this Article XI may be
         authorized and approved except by the  affirmative  vote of the holders
         of voting stock  entitling  them to exercise  two-thirds  of the voting
         power of the Corporation voting together as a class, unless required to
         vote  separately  by law or by other  provisions  of these  articles of
         incorporation  or by the terms of the stock entitling them to vote and,
         if a proposal  upon which  holders of shares of a  particular  class or
         classes  are so required to vote  separately,  then by the  affirmative
         vote of the holders of shares entitling them to exercise  two-thirds of
         the voting power of each such class or classes; provided, however, that
         the  provisions  of this  paragraph  (d)  shall  not  apply to any such
         amendment  or  repeal  of this  Article  XI  that  has  been  favorably
         recommended to the shareholders by resolution of the board of directors
         adopted by a two-thirds vote of the Continuing Directors, in which case
         any such  amendment or repeal of this Article XI may be authorized  and
         approved  by the  affirmative  vote of such  number of the  holders  of
         voting stock as may be required by law.

                  (e)      Amendment or Repeal.  Notwithstanding anything to the
         contrary  contained  in  these  articles,  no  amendment,   repeal,  or
         provision  inconsistent  with  the  provisions  of this  Article  XI or
         related  provision  in the bylaws of the  Corporation  shall be adopted
         unless it is approved by the vote of two-thirds  of the votes  entitled
         to be cast.


                                   ARTICLE XII
                     REGISTERED OFFICE AND REGISTERED AGENT

        The address of the  Corporation's  registered office and the name of the
registered agent at that address in the state of Utah is:

                                Kevin L. Cornwell
                                7043 South 300 West
                                Midvale, Utah 84047

Either  the  registered  office or the  registered  agent may be  changed in the
manner provided for by law.


3. The amendments set forth in paragraph 2. were adopted on May 6, 1994.

4.  On May 6,  1994,  the  Corporation  had  10,622,671  shares  of  issued  and
outstanding Common Stock of which:

         (a)      2,932,513  voted  in  favor  of  amending  Article  IV(a)  and
                  2,183,266 voted against such amendment;

         (b)      3,090,862  voted  in  favor  of  amending  Article  IV(b)  and
                  2,059,866 voted against such amendment;

         (c)      2,990,092  voted  in  favor  of  amending  Article  IV(c)  and
                  2,051,712 voted against such amendment;

         (d)      2,893,854  voted  in  favor  of  amending  Article  IV(d)  and
                  2,234,863 voted against such amendment;

         (e)      2,586,127  voted  in  favor  of  amending  Article  IV(f)  and
                  2,340,660 voted against such amendment;

         (f)      2,701,475 voted in favor of amending Article VII and 2,342,662
                  voted against such amendment;

         (g)      3,044,946  voted  in  favor  of  amending   Article  VIII  and
                  2,074,842 voted against such amendment;

         (h)      3,062,046 voted in favor of amending  Article IX and 2,010,319
                  voted against such amendment;


                                      -9-
<PAGE>


         (i)      2,955,642  voted in favor of amending  Article X and 2,130,571
                  voted against such amendment; and

         (j)      2,766,544 voted in favor of amending  Article XI and 2,071,912
                  voted against such amendment.

         The undersigned  affirms and acknowledges,  under penalties of perjury,
that the  foregoing  instrument  is my act and deed  and that the  facts  stated
herein are true.

         DATED this 31st day of May, 1994.

                                             UTAH MEDICAL PRODUCTS, INC.


                                            By:  /s/ Kevin L. Cornwell
                                                 ------------------------------
                                                  Kevin L. Cornwell, President

         The  undersigned   hereby  accepts  and  acknowledges   appointment  as
registered agent of Utah Medical Products, Inc.


                                            /s/ Kevin L. Cornwell
                                            -----------------------------------
                                            Kevin L. Cornwell, Registered Agent





















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