<PAGE>
                                                                     EXHIBIT 3.1



                               ARTICLES OF AMENDMENT
                                         OF
                     SECOND RESTATED ARTICLES OF INCORPORATION
                                         OF
                              NUTRITION MEDICAL, INC.



     The undersigned, Richard J. Hegstrand, Chief Financial Officer of
Nutrition Medical, Inc., a Minnesota Corporation, hereby certifies that the
following resolution was duly adopted by the board of directors of the
corporation pursuant to Chapter 302A of the Minnesota Business Corporation
Act on December 2, 1996, and that such resolution has not been subsequently
modified or rescinded:


                             REGISTERED ADDRESS CHANGE

     RESOLVED, that Article 2 of the Second Restated Articles of
Incorporation of the corporation is hereby amended in its entirety to read as
follows:

                           ARTICLE 2.  REGISTERED OFFICE

     The address of the registered office of the corporation in Minnesota is
9850 51st Avenue North, Suite 110, Minneapolis, Minnesota  55442.

     IN WITNESS WHEREOF, the undersigned, the Chief Financial Officer of
Nutrition Medical, Inc., being duly authorized on behalf of Nutrition
Medical, Inc., has executed this document as of February 28, 1997.



                                             /s/ Richard J. Hegstrand
                                            -------------------------------
                                            Richard J. Hegstrand
                                            Chief Financial Officer

<PAGE>

                                  SECOND RESTATED
                             ARTICLES OF INCORPORATION
                                         OF
                              NUTRITION MEDICAL, INC.


     Under and pursuant to the Minnesota Business Corporation Act, the board
of directors and shareholders of Nutrition Medical, Inc., have resolved to
amend the restated articles of incorporation of the corporation, which are
restated as follows:

                                  ARTICLE 1.  NAME

     The name of the corporation is Nutrition Medical, Inc.


                 ARTICLE 2.  REGISTERED OFFICE AND REGISTERED AGENT

     The address of the registered office of the corporation is 308 12th
Street South, Buffalo, MN  55313.

                           ARTICLE 3.  AUTHORIZED SHARES

     The aggregate number of authorized shares of the corporation is
25,000,000, par value of $.01 per share, of which 5,000,000 are undesignated
preferred stock.  The remaining shares shall be divisible into classes and
series, have the designations, voting rights, and other rights and
preferences, and be subject to the restrictions, that the board of directors
may from time to time establish, fix, and determine, consistent with these
articles of incorporation. Unless otherwise designated by the board of
directors, all issued shares shall be deemed common stock with equal rights
and preferences.

                          ARTICLE 4.  NO CUMULATIVE VOTING

     There shall be no cumulative voting by the shareholders of the corporation.


                          ARTICLE 5. NO PREEMPTIVE RIGHTS

     The shareholders of the corporation shall not have any preemptive rights
to subscribe for or acquire securities or rights to purchase securities of
any class, kind or series of the corporation.

<PAGE>


                         ARTICLE 6.  ISSUANCE OF SHARES TO
                         HOLDERS OF ANOTHER CLASS OR SERIES

     Shares of any class or series of the corporation, including shares of
any class or series which are then outstanding, may be issued to the holders
of shares of another class or series of the corporation, whether to effect a
share dividend or split, including a reserve share split, or otherwise,
without authorization, approval or vote of the holders of shares of any class
or series of the corporation.

                      ARTICLE 7.  WRITTEN ACTION BY DIRECTORS

     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, or
counterparts of 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 action 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.

                           ARTICLE 8.  DIRECTOR LIABILITY

     A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law;  (iii) under sections 302A.559 or 80A.23 of the
Minnesota Statutes;  (iv) for any transaction from which the director derived
an improper personal benefit; or (v) for any act or omission occurring prior
to the date when this article 8 became effective.

     If the Minnesota Business Corporation Act is hereafter amended to
authorize any further limitation of the liability of a director, then the
liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Minnesota Business Corporation Act, as
amended.

     Any repeal or modification of the foregoing provisions of this article 8
by the stockholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.

                                      -2-