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                                                                     EXHIBIT 3.1

                                 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 retated 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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                        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 this 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
authorized 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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