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                                                                       Exhibit 3

                          ARTICLES OF INCORPORATION OF
                    HEALTHDYNE INFORMATION ENTERPRISES, INC.
                        (As restated on August 14, 1998)


                                       1.

         The name of the Corporation is Healthdyne Information Enterprises, Inc.


                                       2.

         The aggregate number of shares which the Corporation shall have the
authority to issue is seventy million (70,000,000) shares, of which fifty
million (50,000,000) shall be shares of common stock, par value $.01 per share;
and twenty million (20,000,000) shall be shares of preferred stock, without par
value, the board of directors being hereby authorized to divide such shares of
preferred stock into classes and into shares within any class or classes to
determine the designation and the number of shares of any class or series and
the relative voting, dividend, liquidation and other rights, preferences and
limitations of the shares of any class or series, including, but not limited to,
classes or series of preferred stock:

         (a) entitling the holders thereof to cumulative, noncumulative or
partially cumulative dividends, or to no dividends;

         (b) entitling the holders thereof to receive dividends payable on a
parity with, or in preference to, the dividends payable on any other class or
series of capital stock of the Corporation;

         (c) entitling the holders thereof to preferential rights upon the
liquidation of, or upon any distribution of the assets of, the Corporation;

         (d) convertible, at the option of the holder or of the Corporation or
both, into shares of any other class or classes of capital stock of the
Corporation or of any series of the same or any other class or classes;

         (e) redeemable, in whole or in part, at the option of the Corporation,
in cash, bonds or other property, at such price or prices, within such period or
periods, and under such conditions as the board of directors shall so provide,
including provision for the creation of a sinking fund for the redemption
thereof;

         (f) lacking voting rights or having limited voting rights or enjoying
special or multiple voting rights; and

         (g) Series A Cumulative Preferred Stock.


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                  Of the authorized preferred stock of the corporation, 500,000
         of such shares shall be designated "Series A Cumulative Preferred
         Stock" and shall have the following designations, preferences,
         limitations and relative rights:

                  (A) Certain Definitions. Unless the context otherwise
         requires, the terms defined in this subparagraph (A) shall have, for
         all purposes of this Paragraph (g), the meanings herein specified:

                  (i)    "Board of Directors" shall mean the Board of Directors 

         of the Corporation and, to the extent permitted by law, any committee
         of the Board of Directors authorized to exercise the powers of the
         Board of Directors.

                  (ii)   "Common Stock" shall mean the common stock, par value
         $.01 per share, of the Corporation, which term shall include, where
         appropriate, in the case of a reclassification, recapitalization or
         other changes in such Common Stock, or in the case of a consolidation
         or merger of this Corporation with or into another corporation, such
         consideration to which a holder of a share of Common Stock would have
         been entitled upon the occurrence of such event.

                  (iii)  "Series A Preferred Stock" shall mean the five hundred
         thousand (500,000) shares of Series A Cumulative Preferred Stock,
         without par value, of the Corporation.

                  (iv)   "Junior Stock" shall mean the Common Stock and any 
         other class or series of stock of the Corporation not entitled to
         receive any dividends unless all dividends required to have been paid
         or declared and set apart for payment on the Series A Preferred Stock
         and any Parity Stock shall have been so paid or declared and set apart
         for payment and, for purposes of subparagraph (C) below, shall mean any
         class or series of stock of the Corporation not entitled to receive any
         assets upon liquidation, dissolution or winding up of the affairs of
         the Corporation until the Series A Preferred Stock and any Parity Stock
         shall have received the entire amount to which such stock is entitled
         upon such liquidation, dissolution or winding up.

                  (v)    "Parity Stock" shall mean any class or series of stock 
         of the Corporation entitled to receive payment of dividends on a parity
         with the Series A Preferred Stock or entitled to receive assets upon
         liquidation, dissolution or winding up of the affairs of the
         Corporation on a parity with the Series A Preferred Stock.

                  (vi)   "Rights Declaration Date" shall mean October 30, 1995.


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                  (vii)  "Semiannual Dividend Payment Date" shall mean the first
         day of March and September in each year.

                  (viii) "Senior Stock" shall mean any class or series of stock 
         of the Corporation ranking senior to the Series A Preferred Stock and
         to any Parity Stock in respect of the right to receive dividends or in
         respect of the right to participate in any distribution upon
         liquidation, dissolution or winding up of the affairs of the
         Corporation.

                  (B) Dividend and Distributions. (i) Subject to the prior
         preferences and other rights of any Senior Stock, 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
         therefor, semiannual dividends payable in cash at the rate hereinafter
         fixed in this subparagraph (B) on each Semiannual Dividend Payment
         Date, commencing on the first Semiannual Dividend Payment Date after
         the first issuance of any shares or fractions of a share of Series A
         Preferred Stock. Semiannual dividends on the Series A Preferred Stock
         shall be payable to holders of record of the Series A Preferred Stock
         on the respective date not exceeding 50 days preceding such Semiannual
         Dividend Payment Date as shall be fixed for this purpose by the Board
         of Directors, in an amount per share (rounded to the nearest cent)
         equal to the greater of (V) $.05 or (W) subject to the provision for
         adjustment hereinafter set forth, 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 Common Stock
         or a subdivision of the outstanding shares of Common Stock (by
         reclassification or otherwise), declared on the Common Stock since the
         immediately preceding Semiannual Dividend Payment Date, or, with
         respect to the first Semiannual Dividend Payment Date, 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 the Rights
         Declaration Date (X) declare any dividend on Common Stock payable in
         shares of Common Stock, (Y) subdivide the outstanding Common Stock, or
         (Z) 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 (W) of the preceding sentence 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.

                  (ii)  No dividend or other distribution may be declared or 
         paid on the Common Stock (other than a dividend payable in shares of
         Common 


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         Stock or a subdivision of the outstanding shares of Common Stock)
         unless, coincidentally with the declaration of such dividend or such
         other distribution, the dividend payable on the Series A Preferred
         Stock pursuant to clause (W) of subsection (i) above is declared and
         the consideration sufficient for the payment thereof set apart from
         funds legally available therefor so as to be available then and on the
         next Semiannual Dividend Payment Date for the payment in full thereof
         and for no other purpose. In the event no dividend or distribution
         shall have been declared on the Common Stock during the period between
         any Semiannual Dividend Payment Date and the next subsequent Semiannual
         Dividend Payment Date, a dividend of $.05 per share on the Series A
         Preferred Stock shall nevertheless be payable on such subsequent
         Semiannual Dividend Payment Date.

                  (iii) Dividends on each outstanding share of Series A
         Preferred Stock shall begin to accrue and be cumulative from the
         Semiannual Dividend Payment Date next following the respective date of
         issuance of such share unless the date of such issuance is a Semiannual
         Dividend Payment Date, in which case dividends shall accrue and be
         cumulative from the date of issuance.

                  (iv)  The holders of shares of the Series A Preferred Stock
         shall not be entitled to receive any dividends thereon other than the
         cash dividends specified in this subparagraph (B). Unpaid dividends
         shall be cumulative and shall accrue, whether or not declared by the
         Board of Directors, until the date such dividends are paid. Accrued but
         unpaid dividends on the Series A Preferred Stock shall not bear
         interest. Dividends on account of arrears for any past dividend periods
         may be declared and paid at any time, without reference to any
         Semiannual Dividend Payment Date, to holders of record of the Series A
         Preferred Stock on such date, not more than 50 days preceding the
         payment date thereof, as may be fixed by the Board of Directors.

                  (v)   So long as any shares of Series A Preferred Stock shall 
         be outstanding, the Corporation shall not declare or pay on any Junior
         Stock any dividend in cash or property of any sort, nor shall the
         Corporation make any distribution on any Junior Stock, or set aside any
         assets for any such purposes, nor shall any Junior Stock be purchased,
         redeemed or otherwise acquired by the Corporation or any of its
         subsidiaries, nor shall any monies be paid, set aside for payment or
         made available for a sinking fund for the purchase or redemption of any
         Junior Stock, unless and until all dividends to which the holders of
         the Series A Preferred Stock and any Parity Stock shall have been
         entitled for all current and all previous dividend periods shall have
         been paid or declared and the consideration sufficient for the payment
         thereof set apart so as to be available for the 


                                       
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         payment thereof and for no other purpose; provided, however, that
         nothing contained in this subsection (v) shall prevent the payment of
         dividends solely in Junior Stock or the repurchase, redemption or other
         acquisition solely through the issuance of Junior Stock.

                  (C) Distributions Upon Liquidation, Dissolution or Winding Up.
         Subject to the prior payment in full of the preferential amounts to
         which any Senior Stock is entitled, in the event of any liquidation,
         dissolution or winding up of the Corporation, whether voluntary or
         involuntary, the holders of shares of the Series A Preferred Stock
         shall be entitled to receive from the assets of the Corporation
         available for distribution to the shareholders the sum of $50 per
         share, together with the amount of all cumulative dividends accrued and
         unpaid thereon to and including the date of such liquidation,
         dissolution or winding up, before any payment or distribution shall be
         made to the holders of any Junior Stock of the Corporation, which
         payment shall be made pari passu to any such payment made to the
         holders, if any, of any Parity Stock. The holders of the Series A
         Preferred Stock shall be entitled to no other or further distribution
         of or participation in any remaining assets of the Corporation after
         receiving the liquidation price described above. If, upon distribution
         of the Corporation's assets in liquidation, dissolution or winding up,
         the assets of the Corporation to be distributed among the holders of
         the Series A Preferred Stock and to all holders of any Parity Stock
         shall be insufficient to permit payment in full to such holders of the
         preferential amounts to which they are entitled, then the entire assets
         of the Corporation to be distributed to holders of the Series A
         Preferred Stock and such Parity Stock shall be distributed pro rata to
         such holders based upon the aggregate of the full preferential amounts
         to which the shares of Series A Preferred Stock and such Parity Stock
         would otherwise respectively be entitled. Neither the consolidation or
         merger of the Corporation with or into any other corporation or
         corporations nor the sale, transfer, or lease of all or substantially
         all the assets of the Corporation shall itself be deemed to be a
         liquidation, dissolution or winding up of the Corporation within the
         meaning of this subparagraph (C).

                  (D) Voting Rights. (i) Except as otherwise expressly provided
         in this subparagraph (D) or as otherwise required by law, the holders
         of shares of Series A Preferred Stock shall vote together with the
         holders of the Common Stock (and the holders of any other class or
         series of the Corporation's stock entitled to vote with the holders of
         the Common Stock) as a single class for the election of directors and
         on all other matters coming before any meeting of the shareholders of
         the Corporation or otherwise to be acted upon by the shareholders of
         the Corporation, subject to any voting rights granted or which may be
         granted to holders of any other class or series of the preferred stock
         of the Corporation. Each 


                                       
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         share of Series A Preferred Stock shall entitle the holder thereof to
         one vote on all matters submitted to a vote of the shareholders of the
         Corporation.

                  (ii) In addition to the voting rights set forth above, if and
         when dividends payable on the Series A Preferred Stock shall be in
         arrears in an amount equivalent to or exceeding three (3) full
         semiannual dividends thereon, whether or not consecutive, the holders
         of shares of the Series A Preferred Stock, voting separately as a
         class, shall be entitled to elect two directors to the Board of
         Directors. Directors so elected shall thereupon become additional
         directors of the Corporation and the authorized number of directors of
         the Corporation shall thereupon be automatically increased by such
         number. During such times that the holders of the Series A Preferred
         Stock, voting as a class, shall be entitled to elect such additional
         directors as provided herein, the holders of the Series A Preferred
         Stock shall not be entitled to participate in the election of any other
         directors with the holders of shares of the Common Stock or any other
         class or classes of stock who are entitled to vote for the election of
         directors.

                  Such right of the holders of shares of the Series A Preferred
         Stock who are entitled to vote in such manner to elect such additional
         directors may be exercised until all dividends in default on the Series
         A Preferred Stock shall have been paid or declared and the
         consideration sufficient for the payment in full thereof set apart so
         as to be available for the payment thereof and for no other purpose;
         when said dividends shall have been so paid or declared and set apart,
         such right to elect two directors shall terminate, subject to the
         vesting of such voting rights in the event of any such future default
         or defaults in the payment of dividends. Whenever the holders of shares
         of the Series A Preferred Stock who are entitled to vote in such manner
         shall be divested of such voting rights by reason of the payment or the
         declaration and setting apart of consideration sufficient for the
         payment in full of the dividends then in default, the terms of office
         of the directors elected as such by the holders of shares of the Series
         A Preferred Stock shall forthwith terminate and the number of the
         directors of the Corporation shall be reduced correspondingly.

                  At any time after such voting rights shall so have vested in
         the holders of shares of the Series A Preferred Stock who are entitled
         to vote in such manner, the Secretary of the Corporation may, and upon
         the written request of the holders of record of not less than 75% of
         the outstanding shares of Series A Preferred Stock, addressed to him at
         the principal office of the Corporation, shall, call a special meeting
         of the holders of shares of the Series A Preferred Stock who are
         entitled to vote in such manner for the election of the directors to be
         elected by them, such meeting to be held within 10 days after the
         earlier of such call or the 


                                       
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         delivery of such request and at the place and upon the notice provided
         by the By-laws of the Corporation for the holding of meetings of
         shareholders, except that the Secretary of the Corporation shall not be
         required to call such a special meeting if the request for such call is
         received less than 45 days prior to the date fixed for the next annual
         meeting of shareholders.

                  (E) Consolidation, Merger, Etc. In case the Corporation shall
         enter into any consolidation, merger, 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, then 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 (as such amount may have been
         previously adjusted by reason of the prior occurrence(s) of any such
         events)) 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.

                  (F) 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
         amendment of the Articles of Incorporation of the Corporation adopted
         by resolution of the Board of Directors, subject to the conditions and
         restrictions on issuance set forth herein.

                  (G) Preemptive Rights. The holders of shares of the Series A
         Preferred Stock shall not have any preemptive right to subscribe for or
         purchase any shares of stock or any other securities which may be
         issued by the Corporation.


                                       
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                  (H) No Redemption. The shares of Series A Preferred Stock
         shall not be redeemable.

                  (I) Amendment. Without the consent of the holders of at least
         75% of the shares of Series A Preferred Stock at the time outstanding,
         either in writing or by vote at a meeting called for that purpose at
         which the holders of the Series A Preferred Stock shall vote as a
         class, neither the Articles of Incorporation of the Corporation nor any
         resolution of the Board of Directors establishing and designating a
         series of preferred stock and determining the relative rights and
         preferences thereof shall be changed so as to alter in an adverse
         manner the designations, preferences, limitations and rights of holders
         of the Series A Preferred Stock.

                  (J) Fractional Shares. The Series A Preferred Stock may be
         issued in fractions of a share which shall entitle the holder, in
         proportion to such holder's fractional 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.

                  (K) Exclusion of Other Rights. Except as may otherwise be
         required by law, the shares of Series A Preferred Stock shall not have
         any designations, preferences, limitations or relative rights, other
         than those specifically set forth in the Articles of Incorporation of
         this Corporation.

                  (L) Severability of Provisions. If any right, preference or
         limitation of the Series A Preferred Stock set forth in this Paragraph
         (g) (as such Paragraph may be amended from time to time) is invalid,
         unlawful or incapable of being enforced by reason of any rule of law or
         public policy, all other rights, preferences and limitations set forth
         in this Paragraph (as so amended) which can be given effect without the
         invalid, unlawful or unenforceable right, preference or limitation
         shall, nevertheless, remain in full force and effect, and no right,
         preference or limitation herein set forth shall be deemed dependent
         upon any other such right, preference or limitation unless so expressed
         herein.


                                       3.

         The address of the initial registered office of the Corporation shall
be 1850 Parkway Place, 12th Floor, Marietta, Cobb County, Georgia 30067 and its
initial registered agent at such address shall be J. Brent Burkey.


                                       4.

         The name and address of the incorporator is J. Brent Burkey, 1850
Parkway Place, 12th Floor, Marietta, Georgia 30067.


                                       
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                                       5.

         The mailing address of the initial principal office of the Corporation
is 1850 Parkway Place, 12th Floor, Marietta, Georgia 30067.


                                       6.

         (A) Beginning with the election of directors in 1998, the Board of
Directors of the Corporation shall consist of nine (9) natural persons of the
age of eighteen years or over and shall be divided into three classes, Class I,
Class II and Class III. Each class shall consist, as nearly as possible, of
one-third of the total number of directors and any remaining directors shall be
included within such class or classes as the Board of Directors shall designate,
provided that the difference in the number of directors in any two classes shall
not exceed one (1). At the annual meeting of shareholders in 1998, Class I
Directors shall be elected for a one-year term, Class II Directors for a
two-year term and Class III Directors for a three-year term. At each succeeding
annual meeting of shareholders beginning in 1999, successors to the class of
directors whose term expires at the annual meeting shall be elected for a
three-year term.

         (B) Any director of the Corporation, or the entire Board of Directors,
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least two-thirds of the shares entitled to
vote for the election of directors, voting together as a single class. No
director may be removed without cause.

         (C) The number of directors constituting the Board of Directors may be
increased or decreased from time to time by the affirmative vote of a number of
directors equal to at least a majority of the then authorized number of
directors (regardless of any vacancies then existing). If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible. No decrease in the number of directors shall affect the term of any
director.

         (D) Any vacancy on the Board of Directors, including any vacancy
occurring by reason of any increase in the number of directors, shall be filled
only by the Board of Directors acting by the affirmative vote of a majority of
the directors then remaining in office. If the directors remaining in office
constitute fewer than a quorum of the Board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office.

         (E) The provisions of this Article 6 are subject in all respects to the
rights, privileges and preferences of the holders of any class of capital stock
of the Corporation other than Common Stock.

         (F) This Article 6 may be modified, amended or repealed only by the
affirmative vote of the holders of at least two-thirds of the shares entitled to
vote on such modification, amendment or repeal; any provision in the Articles of
Incorporation 


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inconsistent with this Article 6, or any provision in the Articles of
Incorporation or the By-laws of the Corporation purporting to interpret or
define the terms contained in this Article 6, may be adopted only by the
affirmative vote of the holders of at least two-thirds of the shares entitled to
vote on such provision; provided that, the Board of Directors may adopt By-laws
implementing or interpreting this Article 6.


                                       7.

         No director shall have any personal liability to the Corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, by reason of any act or omission occurring subsequent to the date when
this provision becomes effective, except that this provision shall not eliminate
or limit the liability of a director for (a) any appropriation, in violation of
his duties, of any business opportunity of the Corporation; (b) acts or
omissions which involve intentional misconduct or a knowing violation of law;
(c) liabilities of a director imposed by Section 14-2-832 of the Georgia
Business Corporation Code; or (d) any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of this Article
shall apply to or have any effect on the liability or alleged liability of any
director or officer of the Corporation for or with respect to any acts or
omissions of such director or officer occurring prior to such amendment or
repeal; provided, however, that if further elimination or limitation of the
liability of directors is provided for or permitted by the Georgia Business
Corporation Code or other applicable law at any time, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
then so provided for or permitted by the Georgia Business Corporation Code or
other applicable law this Article 7 shall be deemed to include and have
incorporated herein provision for such further elimination or limitation of
liability of a director effective upon the enabling provision therefor in the
Georgia Business Corporation Code or other applicable law becoming effective.
Without limiting the foregoing, if the Georgia Business Corporation Code is
amended to permit the limitation of a director's liability under clause (d)
above to the amount of the financial benefit received by a director to which he
is not entitled, then any liability of a director of the Corporation not
eliminated because of said clause (d) shall be limited to the amount of any
financial benefit received by the director to which he is not entitled.