Exhibit 3.1

                         CERTIFICATE OF AMENDMENT OF THE

              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

                               EP MEDSYSTEMS, INC.

      Pursuant to the provisions of Section 14A:7-2(4) of the New Jersey
Business Corporation Act, the undersigned, being duly authorized officers of EP
MedSystems, Inc., a New Jersey corporation (the "Corporation"), do hereby
certify as follows:

      FIRST: The name of the corporation is EP MedSystems, Inc.

      SECOND: Pursuant to the authority conferred upon the Board of Directors by
the Amended and Restated Certificate of Incorporation, by unanimous consent,
dated as of October 22, 2001, the Board of Directors adopted the following
resolution creating a series of preferred stock designated as Series A
Convertible Preferred Stock and that the Board of Directors approved an
amendment to the Amended and Restated Certificate of Incorporation of the
Corporation so that the rights, preferences and privileges of such series of
Preferred Stock are as stated in the following resolution:

                        RESOLVED, that pursuant to the authority vested in the
            Board of Directors of the Corporation in accordance with the
            provisions of its Certificate of Incorporation, as amended and
            restated, a series of Preferred Stock of the Corporation be, and it
            hereby is, created and that the designation and amount thereof and
            the voting powers, preferences and relative participating, optional
            and other special rights of the shares of such series, and the
            qualifications, limitations or restrictions are as follows:

                  Section 1. Designation and Amount. The shares of such series
            shall be designated as "Series A Convertible Preferred Stock" and
            the number of shares constituting such series shall be One Million
            Four Hundred Thousand shares, without par value per share (the
            "Series A Preferred Stock"), which number, subject to compliance
            with applicable protective provisions set forth herein, may be
            increased or decreased by the Board of Directors without a vote of
            the shareholders, provided, however, that such number may not be
            decreased below the number of then currently outstanding shares of
            Series A Preferred Stock.


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                  Section 2. Dividends and Distributions. The Corporation shall
            not declare or pay any cash dividends or other distributions on
            shares of its common stock, without par value (the "Common Stock")
            until the holders of the Series A Preferred Stock then outstanding
            shall have first received, or simultaneously receive, a
            non-cumulative cash dividend on each share of Preferred Stock in an
            amount at least equal to the per share amount, if any, of the
            dividends or other distributions to be declared, paid or set aside
            for the Common Stock (as adjusted for any stock dividends,
            combinations or splits with respect to such shares) per annum, or if
            greater, (as determined on a per annum basis and on an as converted
            basis for the Series A Preferred Stock) an amount equal to that paid
            on any other outstanding shares of the Corporation, payable when, as
            and if declared by the Board of Directors of the Corporation, out of
            funds legally available for the purpose.

                  Section 3. Liquidation.

                  (a) Effect of Liquidation. In the event of a liquidation,
            dissolution or winding up of the Corporation (whether voluntary or
            involuntary) or upon any Disposition Event (as hereinafter defined),
            each holder of Series A Preferred Stock shall be entitled to
            receive, out of the assets of the Corporation available for
            distribution to its shareholders (whether from capital or surplus),
            an amount per share equal to $2.048 for each outstanding share of
            Series A Preferred Stock (the "Original Series A Issue Price") plus
            all dividends which have been declared on such shares but not paid,
            if any (the "Series A Liquidation Preference"), prior to any payment
            to holders of the Common Stock. For purposes hereof, the term
            "Disposition Event" shall mean (A) the acquisition of the
            Corporation by means of merger (other than a merger (1) in which the
            shareholders of the Corporation immediately prior to the merger own
            a majority of the shares of capital stock of the surviving entity or
            (2) with a wholly-owned subsidiary of the Corporation in which the
            Corporation is the surviving corporation) or other form of corporate
            reorganization in which the outstanding shares of the Corporation
            are exchanged for securities or other consideration issued or caused
            to be issued by the acquiring corporation or its subsidiary (other
            than a mere reincorporation transaction) or (B) a sale of all or
            substantially all of the assets of the Corporation.

                  (b) Insufficient Assets. In the event, however, that there are
            not sufficient assets available to permit payment in full of


                                Ex.3.1 - Page 2
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            the Series A Liquidation Preference and the liquidation preferences
            of all other series of preferred stock, if any, which rank on parity
            with the Series A Preferred Stock, then the available assets shall
            be distributed ratably to the holders of such parity shares in
            proportion of their respective liquidation preferences.

                  (c) Distribution of Remaining Assets. After distribution of
            the amounts set forth in 3(a) or 3(b) hereof, as applicable, the
            remaining assets of the Corporation available for distribution, if
            any, to the shareholders of the Corporation shall be distributed
            among the holders of the Series A Preferred Stock and Common Stock
            pro rata based on the number of shares of common stock held by each
            (assuming full conversion of all such Series A Preferred Stock).

                  Section 4. Voting Rights. Each holder of outstanding shares of
            Series A Preferred Stock shall be entitled to notice of all
            shareholders' meetings in accordance with the Corporation's by-laws
            and shall be entitled to vote on all matters submitted to the
            shareholders for a vote together with the holders of Common Stock.
            Each holder of outstanding shares of Series A Preferred Stock shall
            be entitled to the number of votes equal to the number of whole
            shares of Common Stock into which the shares of Series A Preferred
            Stock held by such holder are then convertible. Except as provided
            by applicable law, holders of Series A Preferred Stock and any other
            outstanding series of Preferred Stock shall vote together with the
            holders of Common Stock as a single class.

                  Section 5. Conversion Rights.

                  (a) Holder's Right to Convert. The holder of any share or
            shares of Series A Preferred Stock shall have the right, at its
            option, at any time and from time to time from and after the earlier
            of (A) December 31, 2001 and (B) the date of an FDA Event (as
            hereinafter defined), upon at least twenty (20) days' prior written
            notice to the Corporation but without the payment of additional
            consideration, to convert any such shares of Series A Preferred
            Stock into such number of fully paid and nonassessable shares of
            Common Stock as is determined by dividing the Original Series A
            Issue Price by the conversion price applicable to such shares,
            determined as hereafter provided, in effect on the date the
            certificate is surrendered for conversion. The initial conversion
            price per share for shares of Series A Preferred Stock shall be the


                                Ex.3.1 - Page 3
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            Original Series A Issue Price; provided, however, that the
            conversion price for the Series A Preferred Stock shall be subject
            to adjustment as set forth in subsection (e) below (such price as
            last adjusted being referred to as the "Conversion Price"). Before
            any holder of Series A Preferred Stock shall be entitled to convert
            the same into full shares of Common Stock, the holder shall
            surrender his or its certificate or certificates therefor, duly
            endorsed for transfer, at the office of the Corporation or any
            transfer agent of the Corporation, and shall give written notice to
            the Corporation at such office of the election convert the same,
            such notice to state the name or names in which certificates for
            Common Stock should be issued and the addresses to which such
            certificates should be sent.

                  (b) Corporation's Right to Convert. The Corporation shall have
            the right, at its option, at any time and from time to time, from
            and after the date of an FDA Event to require the conversion, upon
            at least twenty (20) days' prior written notice to the holder but
            without the payment of additional consideration, of outstanding
            shares of Series A Preferred Stock into an equal number of fully
            paid and nonassessable shares of Common Stock. Such notice shall be
            sent by first class mail, postage prepaid, to each holder of record
            of the Series A Preferred Stock at such holder's address as shown in
            the records of the Corporation. On or before the date so fixed for
            conversion, each holder of shares of the Series A Preferred Stock
            shall surrender his or its certificate or certificates for all such
            shares duly endorsed for transfer, at the office of the Corporation
            or any transfer agent of the Corporation, and shall give notice to
            the Corporation stating the name or names in which certificates for
            common stock should be issued and the addresses to which such
            certificates should be sent.

                  (c) "FDA Event." For purposes hereof, the term "FDA Event"
            shall mean the occurrence of either of the following events: (A)
            receipt from the United States Food and Drug Administration (or any
            successor thereto) of 510K approval of the Corporation's
            ViewMate(TM) Ultrasound Imaging System device, or (B) receipt from
            the United States Food and Drug Administration of pre-market
            approval of the Corporation's ALERT(R) System device, in each case
            for the marketing and sale of such devices in the United States.

                  (d) Conversion Price Adjustments for Certain Dilutive
            Issuances, Splits and Combinations. The Conversion Price of the


                                Ex.3.1 - Page 4
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            Series A Preferred Stock shall be subject to adjustment from time to
            time as follows:

                  (i) (A) If the Corporation shall issue, after the date upon
            which any shares of Series A Preferred Stock were first issued (the
            "Purchase Date") any Additional Stock (as defined below) without
            consideration or for a consideration per share less than the
            Conversion Price for such series in effect immediately prior to the
            issuance of such Additional Stock, the Conversion Price for such
            series in effect immediately prior to each such issuance shall
            forthwith (except as otherwise provided in this clause (i)) be
            adjusted to a price determined by multiplying such Conversion Price
            by a fraction, the numerator of which shall be the number of shares
            of Common Stock outstanding immediately prior to such issuance
            (including shares of Common Stock deemed to be issued pursuant to
            subsection 5(d)(i)(E)(1) or (2)) plus the number of shares of Common
            Stock that the aggregate consideration received by the Corporation
            for such issuance would purchase at the Conversion Price then
            applicable; and the denominator of which shall be the number of
            shares of Common Stock outstanding immediately prior to such
            issuance (including shares of Common Stock deemed to be issued
            pursuant to subsection 5(d)(i)(E)(1) or (2)) plus the number of
            shares of such Additional Stock.

            (B) No adjustment of the Conversion Price for the Series A Preferred
            Stock shall be made in an amount less than one cent per share,
            provided that any adjustments that are not required to be made by
            reason of this sentence shall be carried forward and shall be either
            taken into account in any subsequent adjustment made prior to three
            (3) years from the date of the event giving rise to the adjustment
            being carried forward, or shall be made at the end of three (3)
            years from the date of the event giving rise to the adjustment being
            carried forward. Except to the limited extent provided for in
            subsections (E)(3) and (E)(4), no adjustment of such Conversion
            Price pursuant to this subsection 5(d)(i) shall have the effect of
            increasing the Conversion Price above the Conversion Price in effect
            immediately prior to such adjustment.

            (C) In the case of the issuance of Common Stock for cash, the
            consideration shall be deemed to be the amount of cash paid therefor
            before deducting any reasonable discounts, commissions or other
            expenses allowed, paid or incurred by the Corporation for any
            underwriting or otherwise in connection with the issuance and sale
            thereof.


                                Ex.3.1 - Page 5
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            (D) In the case of the issuance of Common Stock for a consideration
            in whole or in part other than cash, the consideration other than
            cash shall be deemed to be the fair value thereof as determined by
            the Board of Directors irrespective of any accounting treatment.

            (E) In the case of the issuance (whether before, on or after the
            applicable Purchase Date) of options to purchase or rights to
            subscribe for Common Stock, securities by their terms convertible
            into or exchangeable for Common Stock or options to purchase or
            rights to subscribe for such convertible or exchangeable securities,
            the following provisions shall apply for all purposes of this
            subsection 5(d)(i) and subsection 5(d)(ii):

            (1) The aggregate maximum number of shares of Common Stock
            deliverable upon exercise of such options to purchase or rights to
            subscribe for Common Stock shall be deemed to have been issued at
            the time such options or rights were granted and for a consideration
            equal to the consideration (determined in the manner provided in
            subsections 5(d)(i)(C) and (d)(i)(D)), if any, received by the
            Corporation upon the issuance of such options or rights plus the
            minimum exercise price provided in such options or rights for the
            Common Stock covered thereby.

            (2) The aggregate maximum number of shares of Common Stock
            deliverable upon conversion of, or in exchange for, any such
            convertible or exchangeable securities or upon the exercise of
            options to purchase or rights to subscribe for such convertible or
            exchangeable securities and subsequent conversion or exchange
            thereof shall be deemed to have been issued at the time such
            securities were issued or such options or rights were issued and for
            a consideration equal to the consideration, if any, received by the
            Corporation for any such securities and related options or rights
            (excluding any cash received on account of accrued interest or
            accrued dividends), plus the minimum additional consideration, if
            any, to be received by the Corporation upon the conversion or
            exchange of such securities or the exercise of any related options
            or rights (the consideration in each case to be determined in the
            manner provided in subsections 5(d)(i)(C) and (d)(i)(D)).

            (3) In the event of any change in the number of shares of Common
            Stock deliverable or in the consideration payable to the Corporation
            upon exercise of such options or rights or upon


                                Ex.3.1 - Page 6
<PAGE>

            conversion of or in exchange for such convertible or exchangeable
            securities, including, but not limited to, a change resulting from
            the anti-dilution provisions thereof (unless such options or rights
            or convertible or exchangeable securities were merely deemed to be
            included in the numerator and denominator for purposes of
            determining the number of shares of Common Stock outstanding for
            purposes of subsection 5(d)(i)(A)), the Conversion Price of the
            Series A Preferred Stock, to the extent in any way affected by or
            computed using such options, rights or securities, shall be
            recomputed to reflect such change, but no further adjustment shall
            be made for the actual issuance of Common Stock or any payment of
            such consideration upon the exercise of any such options or rights
            or the conversion or exchange of such securities.

            (4) Upon the expiration of any such options or rights, the
            termination of any such rights to convert or exchange or the
            expiration of any options or rights related to such convertible or
            exchangeable securities, the Conversion Price of the Series A
            Preferred Stock, to the extent in any way affected by or computed
            using such options, rights or securities or options or rights
            related to such securities (unless such options or rights were
            merely deemed to be included in the numerator and denominator for
            purposes of determining the number of shares of Common Stock
            outstanding for purposes of subsection 5(d)(i)(A)), shall be
            recomputed to reflect the issuance of only the number of shares of
            Common Stock (and convertible or exchangeable securities that remain
            in effect) actually issued upon the exercise of such options or
            rights, upon the conversion or exchange of such securities or upon
            the exercise of the options or rights related to such securities.

            (5) The number of shares of Common Stock deemed issued and the
            consideration deemed paid therefor pursuant to subsections
            5(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any
            change, termination or expiration of the type described in either
            subsection 5(d)(i)(E)(3) or (4).

            (ii) "Additional Stock" shall mean any shares of Common Stock issued
            (or deemed to have been issued pursuant to subsection 5(d)(i)(E)) by
            the Corporation after the Purchase Date other than:

            (A) shares of Common Stock issued pursuant to a transaction
            described in subsection 5(d)(iii) hereof; or


                                Ex.3.1 - Page 7
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            (B) shares of Common Stock issuable or issued to employees,
            consultants, directors or vendors (if in transactions with primarily
            non-financing purposes) of the Corporation directly or pursuant to a
            stock option plan or restricted stock plan approved by the Board of
            Directors of the Corporation.

            (iii) In the event that the Corporation should at any time or from
            time to time after the Purchase Date fix a record date for the
            effectuation of a split or subdivision of the outstanding shares of
            Common Stock or the determination of holders of Common Stock
            entitled to receive a dividend or other distribution payable in
            additional shares of Common Stock or other securities or rights
            convertible into, or entitling the holder thereof to receive
            directly or indirectly, additional shares of Common Stock
            (hereinafter referred to as "Common Stock Equivalents") without
            payment of any consideration by such holder for the additional
            shares of Common Stock or the Common Stock Equivalents (including
            the additional shares of Common Stock issuable upon conversion or
            exercise thereof), then, as of such record date (or the date of such
            dividend distribution, split or subdivision if no record date is
            fixed), the Conversion Price of the Series A Preferred Stock shall
            be appropriately decreased so that the number of shares of Common
            Stock issuable on conversion of each share of such series shall be
            increased in proportion to such increase of the aggregate of shares
            of Common Stock outstanding and those issuable with respect to such
            Common Stock Equivalents.

            (iv) If the number of shares of Common Stock outstanding at any time
            after the Purchase Date is decreased by a combination of the
            outstanding shares of Common Stock, then, following the record date
            of such combination, the Conversion Price for the Series A Preferred
            Stock shall be appropriately increased so that the number of shares
            of Common Stock issuable on conversion of each share of such series
            shall be decreased in proportion to such decrease in outstanding
            shares.

                  (e) Other Distributions. In the event that the Corporation
            shall declare a distribution payable in securities of other persons,
            evidences of indebtedness issued by the Corporation or other
            persons, assets (excluding cash dividends) or options or rights not
            referred to in subsection 5(d)(iii), then, in each such case for the
            purpose of this subsection 5(e), the holders of the Series A
            Preferred Stock shall be entitled to a proportionate share of any
            such distribution as though they were the holders of the number of


                                Ex.3.1 - Page 8
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            shares of Common Stock of the Corporation into which their shares of
            Series A Preferred Stock are convertible as of the record date fixed
            for the determination of the holders of Common Stock of the
            Corporation entitled to receive such distribution.

                  (f) Recapitalizations. If at any time or from time to time
            there shall be a recapitalization of the Common Stock (other than a
            subdivision, combination or merger or sale of assets transaction
            provided for elsewhere in this Section 5) provision shall be made so
            that the holders of the Series A Preferred Stock shall thereafter be
            entitled to receive upon conversion of the Series A Preferred Stock
            the number of shares of stock or other securities or property of the
            Corporation or otherwise, to which a holder of Common Stock
            deliverable upon conversion would have been entitled on such
            recapitalization. In any such case, appropriate adjustment shall be
            made in the application of the provisions of this Section 5 with
            respect to the rights of the holders of the Series A Preferred Stock
            after the recapitalization to the end that the provisions of this
            Section 5 (including adjustment of the Conversion Price then in
            effect and the number of shares purchasable upon conversion of the
            Series A Preferred Stock) shall be applicable after that event as
            nearly equivalent as may be practicable.

                  (g) No Impairment. The Corporation will not, by amendment of
            its Certificate of Incorporation or through any reorganization,
            recapitalization, transfer of assets, consolidation, merger,
            dissolution, issue or sale of securities or any other voluntary
            action, avoid or seek to avoid the observance or performance of any
            of the terms to be observed or performed hereunder by the
            Corporation, but will at all times in good faith assist in the
            carrying out of all the provisions of this Section 5 and in the
            taking of all such action as may be necessary or appropriate in
            order to protect the Conversion Rights of the holders of the Series
            A Preferred Stock against impairment.

                  (h) No Fractional Shares and Certificate as to Adjustments.

            (i) No fractional shares shall be issued upon the conversion of any
            share or shares of the Series A Preferred Stock, and the number of
            shares of Common Stock to be issued shall be rounded to the nearest
            whole share. Whether or not fractional shares are issuable upon such
            conversion shall be determined on the basis of


                                Ex.3.1 - Page 9
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            the total number of shares of Series A Preferred Stock the holder is
            at the time converting into Common Stock and the number of shares of
            Common Stock issuable upon such aggregate conversion.

            (ii) Upon the occurrence of each adjustment or readjustment of the
            Conversion Price of Series A Preferred Stock pursuant to this
            Section 5, the Corporation, at its expense, shall promptly compute
            such adjustment or readjustment in accordance with the terms hereof
            and prepare and furnish to each holder of Series A Preferred Stock a
            certificate setting forth such adjustment or readjustment and
            showing in detail the facts upon which such adjustment or
            readjustment is based. The Corporation shall, upon the written
            request at any time of any holder of Series A Preferred Stock,
            furnish or cause to be furnished to such holder a like certificate
            setting forth (A) such adjustment and readjustment, (B) the
            Conversion Price for such series of Preferred Stock at the time in
            effect, and (C) the number of shares of Common Stock and the amount,
            if any, of other property that at the time would be received upon
            the conversion of a share of Series A Preferred Stock.

                  (i) Notices of Record Date. In the event of any taking by the
            Corporation of a record of the holders of any class of securities
            for the purpose of determining the holders thereof who are entitled
            to receive any dividend (other than a cash dividend) or other
            distribution, any right to subscribe for, purchase or otherwise
            acquire any shares of stock of any class or any other securities or
            property, or to receive any other right, the Corporation shall mail
            to each holder of Series A Preferred Stock, at least twenty (20)
            days prior to the date specified therein, a notice specifying the
            date on which any such record is to be taken for the purpose of such
            dividend, distribution or right, and the amount and character of
            such dividend, distribution or right.

                  (j) Reservation of Stock Issuable Upon Conversion. The
            Corporation shall at all times reserve and keep available out of its
            authorized but unissued shares of Common Stock, solely for the
            purpose of effecting the conversion of the shares of the Series A
            Preferred Stock, such number of its shares of Common Stock as shall
            from time to time be sufficient to effect the conversion of all
            outstanding shares of the Series A Preferred Stock; and if at any
            time the number of authorized but unissued shares of Common Stock
            shall not be sufficient to effect the conversion of all then
            outstanding shares of the Series A Preferred Stock, in addition to
            such other remedies as shall be available to the holder of such


                                Ex.3.1 - Page 10
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            Preferred Stock, the Corporation will take such corporate action as
            may, in the opinion of its counsel, be necessary to increase its
            authorized but unissued shares of Common Stock to such number of
            shares as shall be sufficient for such purposes, including, without
            limitation, engaging in best efforts to obtain the requisite
            shareholder approval of any necessary amendment to this Restated
            Certificate of Incorporation.

                  (k) Notices. Any notice required by the provisions of this
            Section 5 to be given to the holders of shares of Series A Preferred
            Stock shall be deemed given if deposited in the United States mail,
            postage prepaid, and addressed to each holder of record at his
            address appearing on the books of the Corporation.

                  (l) Effect of Surrender. All shares of the Series A Preferred
            Stock which shall have been surrendered for conversion as herein
            provided shall no longer be deemed to be outstanding and all rights
            with respect to such shares, including the rights, if any, to
            receive notices and to vote, shall forthwith cease and terminate
            except only the right of the holders thereof to receive shares of
            Common Stock in exchange therefor and to receive payment of any
            declared but unpaid dividends thereon. Any shares of the Series A
            Preferred Stock so converted shall be retired and canceled and shall
            not be reissued, and the Corporation may from time to time take such
            appropriate action as may be necessary to reduce the authorized
            Series A Preferred Stock.

                  Section 6. Redemption. The Corporation shall not, nor shall it
            allow any subsidiary to, redeem or otherwise acquire any shares of
            Series A Preferred Stock, except pursuant to a purchase offer made
            pro rata to all holders of Series A Preferred Stock on the basis of
            the number of shares owned by each such holder.

                  Section 7. Reacquired Shares. Any shares of Series A Preferred
            Stock purchased or otherwise acquired by the Corporation in any
            manner whatsoever shall be retired and cancelled promptly after the
            acquisition thereof. All such shares shall, upon their cancellation,
            become authorized but unissued shares of preferred stock and may be
            reissued as part of a new series of preferred stock to be created by
            resolution or resolutions of the Board of Directors, subject to the
            conditions and restrictions on issuance set forth herein.


                                Ex.3.1 - Page 11
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                  Section 8. Amendment. At any time when any shares of Series A
            Preferred Stock are outstanding, the Restated Certificate of
            Incorporation, as amended, shall not be amended in any manner which
            would materially alter or change the powers, privileges, preferences
            or rights of the Series A Preferred Stock so as to affect them
            adversely without the affirmative vote of the holders of a majority
            or more of the outstanding shares of Series A Preferred Stock,
            voting as a separate class.

      THIRD: That the Restated Certificate of Incorporation of the Corporation,
as amended, is further amended so that the designation and number of shares of
Series A Preferred Stock acted upon in the foregoing resolutions and the
relative rights, preferences and limitations of such series of authorized
preferred stock are as stated in such resolutions.


                                Ex.3.1 - Page 12
<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its Chief Executive Officer and attested to by its
Secretary as of the 23rd day of October, 2001.

                                                  EP MEDSYSTEMS, INC.


                                                  By: s/ David A. Jenkins
                                                  Name: David A. Jenkins
                                                  Title: Chief Executive Officer
ATTEST:


By:  s/ Joseph M. Turner
Name: Joseph M. Turner
Title:   Secretary


                                Ex.3.1 - Page 13