EXHIBIT 3.1


                            K-TEL INTERNATIONAL, INC.
                              ARTICLES OF AMENDMENT
                           INCIDENT TO STOCK SPLIT BY
                               BOARD OF DIRECTORS


         The undersigned, David Weiner, President of K-tel International, Inc.,
a Minnesota corporation (the "Company"), hereby certifies:

         1. Article III of the Company's Articles of Incorporation has been
amended to read in its entirety as follows:

                                   ARTICLE III

                  The authorized capital stock of this Corporation shall be
         15,000,000 shares of Common Stock with a par value of one cent ($.01)
         per share (the "Common Stock") and 4,000,000 shares of preferred stock
         (the "Preferred Stock) in one or more series, with par value to be
         determined by the Board of Directors as specified below. Each share of
         Preferred Stock shall have such par value and shall entitle the holder
         thereof to such rights, voting power, dividends, redemption rights or
         privileges, rights on liquidation or dissolution, conversion rights and
         privileges, sinking or purchase fund rights and other preferences,
         privileges and restrictions as may be fixed by the Board of Directors
         by resolution thereof filed in accordance with Chapter 302A of the
         Minnesota Statutes. This Corporation shall not issue nonvoting common
         stock.

         2. Such amendment (i) has been adopted in accordance with the
requirements of, and pursuant to, Chapter 302A of the Minnesota Statutes, (ii)
was adopted pursuant to Section 302A.402 of the Minnesota Statutes in connection
with a division of the Company's Common Stock; and (iii) will not adversely
affect the rights or preferences of the holders of outstanding shares of any
class or series of the Company and will not result in the percentage of
authorized shares that remains unissued after such division exceeding the
percentage of authorized shares that were unissued before the division.

         3. The division giving rise to the amendment set forth above concerns a
two for one split of the Common Stock of the Company in the form of a stock
dividend. Such division is being effected as follows:

                  (a) on the date these Articles of Amendment are filed with the
         Secretary of State of the State of Minnesota (the "Effective Date"),
         each share of Common Stock then outstanding will be split and converted
         into two (2) shares of Common Stock of the Company (the "Stock Split");
         and

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                  (b) as soon as practicable after the Effective Date, the
         Company's transfer agent and registrar will sign and register a
         certificate or certificates representing one share of the authorized
         but unissued Common Stock of the Company for every share of Common
         Stock held of record by each common stockholder of record as of the
         Effective Date (without giving effect to the Stock Split), and will
         deliver or mail such certificates to each holder.

IN WITNESS WHEREOF, I have subscribed my name this 1st day of May, 1998.



                                          /s/David Weiner
                                          ---------------
                                          David Weiner
                                          President