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STATE OF DELAWARE

SECRETARY OF STATE


DIVISION OF CORPORATIONS


FILED 11:45 AM 06/27/1995


950143635  2024725


Exhibit 3.3

CERTIFICATE OF DESIGNATION, PREFERENCE AND RIGHTS

OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


of

i-STAT CORPORATION

Pursuant to Section 151 of the General Corporation
Law

of the State of Delaware


We, William P. Moffitt, President and Chief Executive Officer,
and William P. Sarther, Vice President, Chief Financial Officer
and Treasurer, of i-STAT Corporation, a corporation organized
and existing under the General Corporation Law of the State of
Delaware, in accordance with provisions of Section 103
thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the said
Corporation, the said Board of Directors on June 22, 1995,
adopted the following resolution creating a series of 1,500,000
shares of Preferred Stock designated as Series A Junior
Participating Preferred Stock:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NOW THEREFORE BE IT RESOLVED, that a series of the
        Companys Preferred Stock consisting of 1,500,000 shares of
        Preferred Stock be, and hereby is, designated as Series A
        Junior Participating Preferred Stock, par value $0.10 per share
        (the Series A Preferred), and that the
        Series A Preferred shall have the designations, powers,
        preferences, rights and qualifications, limitations and
        restrictions substantially as set forth in the Certificate of
        Designation, Preferences and Rights of Series A Junior
        Participating Preferred Stock (the Series A
        Certificate) attached hereto as Exhibit F.

That said Certificate states that the Board of Directors does
hereby fix and herein state and express such designations,
powers, preferences and relative and other special rights and
qualifications, limitations and





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restrictions thereof as follows (all terms used herein which are
defined in the Certificate of Incorporation shall be deemed to
have the meanings provided therein).

Section 1.     Designation and
Amount. The shares of such series shall be designated as
Series A Junior Participating Preferred Stock
(the Series A Preferred Stock) and the number
of shares constituting such series shall be 1,500,000. Such
number of shares of Series A Preferred Stock may be
increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number
of shares of Series A Preferred Stock then outstanding plus
the number of shares of Series A Preferred Stock reserved
for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible or exercisable into
Series A Preferred Stock.

Section 2.     Dividends and
Distributions.

(A)  Subject to the prior and superior rights of the
holders of any shares of any series of preferred stock ranking
prior and superior to the shares of Series A Preferred
Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds
legally available for the purpose, dividends payable in cash in
an amount per share (rounded to the nearest cent), subject to
the provision for adjustment hereinafter set forth, equal to 100
times the aggregate per share amount of all cash dividends, and
100 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions (other than a
dividend payable in shares of the Common Stock, par value $0.15
per share, of the Corporation (the Common Stock) or
a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise)), declared on the Common Stock
since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation
shall at any time after June 26, 1995 (the Rights
Declaration Date) (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by
multiplying such

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amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

(B)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) above immediately after it declares a
dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock).

(C)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the
date of issue of such shares of Series A Preferred Stock.
Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount
less than the total amount of such dividends shall be allocated
pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no
more than 30 days prior to the date fixed for the payment
thereof.

Section 3. Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting
rights:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)  Subject to the provision for adjustment hereinafter
        set forth, each share of Series A Preferred Stock shall
        entitle the holder thereof to 100 votes on all matters
        submitted to a vote of the stockholders of the Corporation. In
        the event the Corporation shall at any time after the Rights
        Declaration Date (i) declare any dividend on Common Stock
        payable in shares of Common Stock, (ii) subdivide the
        outstanding Common Stock, or (iii) combine the outstanding
        Common Stock into a smaller number of shares, then in each case
        the number of votes per share to which holders of shares of
        Series A Preferred Stock were entitled immediately prior to
        such event shall be adjusted by multiplying such number by a
        fraction the numerator of which is the number of shares of
        Common Stock outstanding immediately after such event and the
        denominator of which is the number of shares of Common Stock
        that were outstanding immediately prior to such event.

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| |                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B)  Except as otherwise provided herein or by law, the
        holders of shares of Series A Preferred Stock and the
        holders of shares of Common Stock shall vote together as one
        class on all matters submitted to a vote of stockholders of the
        Corporation.                                                                              
|
| | (C)  Except as otherwise provided herein or provided by
        law, the holders of shares of Series A Preferred Stock
        shall have no special voting rights and their consent shall not
        be required (except to the extent they are entitled to vote with
        holders of Common Stock as set forth herein) for taking any
        corporate action.

Section 4.     Certain
Restrictions.

(A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as
provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or
not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall
not



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  declare or pay dividends on, make any other
        distribution on, or redeem or purchase or otherwise acquire for
        consideration any shares of stock ranking junior (either as to
        dividends or upon liquidation, dissolution or winding up) to the
        Series A Preferred Stock;                                                                                                                                                                                                                                                              
|
| | (ii)  declare or pay dividends on or make any other
        distributions on any shares of stock ranking on a parity (either
        as to dividends or upon liquidation, dissolution or winding up)
        with the Series A Preferred Stock, except dividends paid or
        distributions made ratably on the Series A Preferred Stock
        and all such stock ranking on a parity with respect to the
        particular dividend or distribution in proportion to the total
        amounts to which the holders of all such shares are then
        entitled;
|
| | (iii)  redeem or purchase or otherwise acquire for
        consideration shares of any stock ranking on a parity (either as
        to dividends or upon liquidation, dissolution or winding up)
        with the Series A Preferred Stock, provided that the
        Corporation may at any time redeem, purchase or otherwise
        acquire shares of any such parity stock in exchange for shares
        of any stock                                                                                                                                             

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| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | of the Corporation ranking junior (both as to dividends and upon
        dissolution, liquidation or winding up) to the Series A
        Preferred Stock;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)  purchase or otherwise acquire for consideration any
        shares of Series A Preferred Stock, or any shares of stock
        ranking on a parity (either as to dividends or upon liquidation,
        dissolution or winding up) with the Series A Preferred
        Stock, except in accordance with a purchase offer made in
        writing or by publication (as determined by the Board of
        Directors) to all holders of such shares upon such terms as the
        Board of Directors, after consideration of the respective annual
        dividend rates and other relative rights and preferences of the
        respective series and classes, shall determine in good faith
        will result in fair and equitable treatment among the respective
        series or classes.

(B)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase
or otherwise acquire such shares at such time and in such manner.

Section 5.  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.

Section 6.  Liquidation, Dissolution or Winding
Up.

(A)  Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution
shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock
shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment (the

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Series A Liquidation Preference). Following the
payment of the full amount of the Series A Liquidation
Preference, no additional distributions shall be made to the
holders of shares of Series A Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have
received an amount per share (the Common Stock Liquidation
Amount) equal to the quotient obtained by dividing
(i) the Series A Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (ii), the
Adjustment Number). Following the payment of the
full amount of the Series A Liquidation Preference and the
Common Stock Liquidation Amount in respect of all outstanding
shares of Series A Preferred Stock and Common Stock,
respectively, holders of Series A Preferred Stock and
holders of shares of Common Stock shall receive their ratable
and proportionate share of remaining assets to be distributed in
the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis,
respectively.

(B)  In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all
other series of preferred stock, if any, which rank in a parity
with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of the
Series A Preferred Stock and the holders of such parity
shares in proportion to their respective liquidation preferences.

(C)  In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock,
(iii) combine the outstanding Common Stock into a smaller
number of shares, (iv) reclassify the Common Stock or
(v) effect a recapitalization of the Common Stock, then in
each such case the Adjustment Number in effect immediately prior
to such event shall be adjusted by multiplying such Adjustment
Number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

Section 7.  Consolidation, Merger, etc. In case
the Corporation shall enter into any consolidation, merger,

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combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, than in any such
case the shares of Series A Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per
share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as
the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.

Section 8.  No Redemption. The shares of
Series A Preferred Stock shall not be redeemable.

Section 9.  Ranking. The Series A
Preferred Stock shall rank junior to all other series of the
Corporations preferred stock, if any, as to the payment of
dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise. Nothing in this
Certificate shall limit the power of the Board of Directors to
create a new series of preferred stock ranking senior to the
Series A Preferred Stock in any respect.

Section 10.  Amendment. The Restated
Certificate of Incorporation of the Corporation shall not be
further amended in any manner which would materially alter or
change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of two-thirds or
more of the outstanding shares of Series A Preferred Stock,
voting separately as a class.

Section 11.  Fractional Shares. Series A
Preferred Stock may be issued in fractions of a share, which
shall entitle the holder, in proportion to such holders
fractional

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shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all
other rights of holders of Series A Preferred Stock.

IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the
penalties of perjury this 23rd day of June, 1995.



| |                       
| | ----------------------
| | /s/ WILLIAM P. MOFFITT
| |                       
| | William P. Moffitt    
| | President             



|                        | 
|----------------------- | 
|Attest:                 | 
|                       
|/s/ WILLIAM P. SARTHER  | 
|                        | 
|William P. Sarther      | 
|Chief Financial Officer | 

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