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                                                            EXHIBIT 3.1
                                                       
                                           
                                ARTICLES OF AMENDMENT 
                                         OF
                      SECOND RESTATED ARTICLES OF INCORPORATION
                                          OF
                               NUTRITION MEDICAL, INC.


          1.   The name of this corporation is Nutrition Medical, Inc., a 
Minnesota corporation (the "Company").

          2.   The following amendment to the Second Restated Articles of 
Incorporation of the Company was adopted by the Board of Directors of the 
Company on May 27, 1998, pursuant to Section 302A.402, Subdivision 3 of the 
Minnesota Business Corporation Act:

          RESOLVED, that Article 3 of the currently existing Articles of 
Incorporation is hereby amended in its entirety to read as follows: 

          "Article 3.  AUTHORIZED SHARES.  The aggregate number of authorized
     shares of the corporation is 6,250,000 shares, par value of $.04 per share,
     of which 1,250,000 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."

          3.   The amendment will not adversely affect the rights or 
preferences of the holders of outstanding shares of any class or series and 
will not result in the percentage of authorized shares of any class or series 
that remain unissued after such amendment exceeding the percentage of 
authorized shares that were unissued before such amendment.

          4.   The document attached hereto as Exhibit A sets forth 
resolutions duly adopted by the Board of Directors of the Company at a 
meeting thereof duly called and held on May 27, 


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1998, at which a quorum was present and acted throughout, which resolutions 
state the manner in which the Company's share combination will be effected.

          5.   The amendment has been adopted pursuant to Chapter 302A of the 
Minnesota Business Corporation Act.


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          IN WITNESS WHEREOF, the undersigned, the Chief Financial Officer 
and Secretary of Nutrition Medical, Inc., being duly authorized on behalf of 
Nutrition Medical, Inc., has executed this document on this 8th day of June, 
1998.

                                       /S/ANWAR H. BHIMANI
                                       ------------------------------
                                          Anwar H. Bhimani
                                          Chief Financial Officer and Secretary




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<PAGE>

                               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 




                                      A-4


<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. 




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<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.


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