VALLEY FORGE SCIENTIFIC CORP.
 RESTATED TO INCLUDE AMENDMENT TO ARTICLES OF INCORPORATION DATED
                        AUGUST 26, 1999


     In compliance with the requirements of section 204 of the
Business Corporation Law, act of May 1933 (P.L. 364) (15
P.S.Section1204) the undersigned, desiring to be incorporated as a
business corporation, hereby certifies (certify) that:

1.   The name of the corporation is: Valley Forge Scientific Corp.

2.   The location and post office address of the registered office
     of the corporation in this Commonwealth is: 136 Green Tree
     Road, Oaks, Pennsylvania 19546.

3.   The corporation is incorporated under the Business Corporation
     Law of the Commonwealth of Pennsylvania for the following
     purposes:
     To engage in and to do any lawful act concerning any or all
     lawful business, including manufacturing, processing, research
     and development, for which corporations may be incorporated
     under the Pennsylvania Business Corporation Law.

4.   The term for which the corporation is to exist is: perpetual.

5.   The aggregate number of shares which this corporation shall
     have authority to issue is, and the relative rights or
     preferences pertaining thereto shall be, as follows:

     (a)  Twenty Million (20,000,000) shares of no par value voting
          common stock ("Common Stock"); the special rights or
          preferences of which shall be set forth in (c), (d), (e),
          and (f) of this Article 5;

     (b)  Four Hundred and Eighty-Seven (487) shares of One Thousand
          ($1,000) Dollar par value Preferred Stock ("Preferred
          Stock"): the special rights or preferences of which shall
          be set forth in (c), (d), (e) and (f) of this Article 5;

     (c)  The holders of Preferred Stock shall have no right to vote
          upon any matter and the holders of Common Stock shall have
          the right to vote on all matters except that they shall
          not have the right to alter the preferences or other
          rights pertaining to the Preferred Stock;

     (d)  The holders of Preferred Stock will not have preemptive
          rights;

     (e)  The Preferred Stock preference is that upon the
          liquidation of the Corporation, a $1,000 per share
          liquidating dividend must be paid upon each of the issued
          and outstanding shares of Preferred Stock before a
          liquidating dividend may be paid upon any share of Common
          Stock.  Next a $10 per share liquidating dividend must be
          paid upon each issued and outstanding share of Common
          Stock.  If any sum shall remain for the payment of any
          further liquidation dividend it shall be paid upon all of
          the issue and outstanding shares of Preferred Stock and
          Common Stock pro rata as if the Preferred and Common Stock
          were one class; and

     (f)  In the event that the Corporation shall transfer its
          assets to another corporation or shall merge with another
          corporation and the holders of Common Stock of this
          corporation shall have taken or shall have become
          obligated to take the Common Stock of such successor
          corporation in exchange for their shares and the Preferred
          Stock of such acquiring or merging corporation shall be
          entitled to all the preferences, rights, benefits and
          protection to which the Preferred Stock of this
          corporation is entitled, then the holders of Preferred
          Stock of this corporation then outstanding shall be
          obligated to take in exchange for their shares an equal
          number of shares of Preferred Stock of the acquiring or
          merging corporation.

6.   The name and post office address of each incorporator and the
     number and class of shares subscribed by such incorporator is:

     Name                      Address               Number and
                                                     Class of Shares

     Ellie Truax               800 North Third St.         1
                               Harrisburg, PA 17102

7.   The date of incorporation was March 27, 1980.