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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                                      REHABILICARE INC.


                                        I

               The name of the corporation shall be Rehabilicare Inc.

                                       II

               The location and post office address of the registered office of
this corporation in the State of Minnesota shall be 1811 Old Highway 8, New
Brighton, Minnesota 55112.

                                       III

               The aggregate number of shares of capital stock which this
corporation is authorized to issue is 35,000,000, of which 30,000,000 shares
shall be common shares with a par value of $.10 per share, and of which
5,000,000 shall be preferred shares of no par value. Authority is hereby
expressly vested in the Board of Directors of the corporation, subject to the
provisions of this Article III and to the limitations prescribed by law, to
authorize the issue from time to time of one or more series of preferred shares
and, with respect to each such series, to determine or fix by resolution or
resolutions adopted by the affirmative vote of a majority of the whole Board of
Directors providing for the issue of such series the voting powers, full or
limited, if any, of the shares of such series and the designations, preferences
and relative, participating, optional or other special rights and the
qualifications, limitations or restrictions thereof, including, without
limitation, the determination or fixing of the rates of and terms and conditions
upon which any dividends shall be payable on such series, any terms under or
conditions on which the shares of such series may be redeemed, any provision
made for the conversion or exchange of the shares of such series for shares of
any other class or classes or of any other series of the same or any other class
or classes of the corporation's capital stock, and any rights of the holders of
the shares of such series upon the voluntary or involuntary liquidation,
dissolution or winding up of the corporation.

                                       IV

               No holder of shares of any class of capital stock of the
corporation shall be entitled to any cumulative voting rights.

                                        V

               No holder of any class of capital stock of the corporation shall
have the preemptive right to subscribe for, purchase or acquire any shares of
any class of such capital stock of the corporation.
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                                       VI

               The names and post office addresses of the Board of Directors as
of the date of these amended and restated articles are as follows**:

<TABLE>
<CAPTION>
<S>                                               <C>
           Robert K. Anderson                     Donn O. Berkeland
           5960 Longbow Drive                     Two Rivers Center
           Boulder, Colorado 80391                3505 Northdale Blvd, NW
                                                  Coon Rapids, Minnesota 55448

           Anthony R. Gette                       William R. Hibbs
           5425 Hollister Ave.                    2200 First Bank Place East
           Santa Barbara, CA  93111               Minneapolis, Minnesota 55402

           David Kaysen                           Robert C. Wingrove
           833 Third Street Southwest             833 Third Street Southwest
           St. Paul, Minnesota 55112              St. Paul, Minnesota 55112
</TABLE>


                                       VII

               No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article VII
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 302A.559 of the Minnesota Business
Corporation Act or Section 80A.23 of the Minnesota Securities Law, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article VII shall apply to or have the effect on
the liability or alleged liability of any director of the corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

                                      VIII

               An action required or permitted to be taken at a meeting of the
Board of Directors of the corporation may be taken by a written action signed in
the aggregate by all of the directors unless the action need not be approved by
the shareholders of the corporation, in which case the actions may be taken by a
written action signed, or counterparts of a written action signed in the
aggregate, by the number of directors that would be required to take the same
action at a meeting of the Board of Directors of the corporation at which all of
the directors were present.


**    REPRESENTS DIRECTORS AS OF NOVEMBER 16, 1994, THE DATE OF FILING OF THE
      RESTATED ARTICLES OF INCORPORATION

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