ARTICLES OF AMENDMENT

                                    TO THE

                       RESTATED ARTICLES OF INCORPORATION

                                     OF

                              MEDICORE, INC.

                       ----------------------------------

     Pursuant to the provisions of Sections 607.1003 and 607.1006 of the
Florida Business Corporation Act, the undersigned corporation adopts the
following amendment to its Restated Articles of Incorporation.

     1.   The name of the corporation is MEDICORE, INC.

     2.   The following amendment to the corporation's Restated Articles of
Incorporation was adopted by the Board of Directors on April 10, 1995 and
thereafter duly adopted by the shareholders on September 13, 1995 with the
number of votes cast sufficient for approval of such amendment in the manner
provided by the Florida Business Corporation Act:

     ARTICLE VII of the Restated Articles of Incorporation is amended to read
in its entirety as follows:

                              ARTICLE VII

     (a)  The directors shall be divided as evenly as possible into three
classes, designated Class 1, Class 2 and Class 3.  At no time shall the entire
Board consist of less than four and no more than six directors, and to the
extent there is less than the maximum number of directors for each initial
Class of directors, Class 3 shall first be filled.  At the annual meeting of
shareholders at which this ARTICLE VII is enacted, Class 1 directors shall be
elected for a term expiring at the next subsequent annual meeting of
shareholders, Class 2 directors for a term expiring at the second subsequent
annual meeting of shareholders, and Class 3 directors for a term expiring at
the third annual meeting of shareholders.  At each succeeding annual meeting
of shareholders, successors to directors whose terms expired at that annual
meeting shall be of the same Class as the directors they succeed and shall be
elected for three-year terms, except as otherwise provided herein.  If the
number of directors is changed, any increase or decrease shall be apportioned
among the Classes so as to maintain or attain, if possible, the equality of
the number of directors in each Class, but in no case will any decrease in
the number of directors shorten the term of any incumbent director.  If such
equality is not possible, the increase or decrease shall be apportioned among
the Classes in such a way that the difference in the number of directors in
the classes shall not exceed one, with any remainder positions allocated first
to Class 3 and then to Class 2.

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     (b)  A director shall hold office until the annual meeting for the year
in which his or her term expires and until his or her successor shall be
elected and shall qualify, subject to prior death, resignation, retirement or
removal from office.  Any director or directors appointed by the Board to fill
a vacancy in accordance with the By-laws of the Corporation shall hold office
until the next election of the Class for which such director had been chosen
and until his successor is elected and qualified.

     (c)  Advanced notice of nomination for the elections of directors, other
than nominations by the Board of Directors or committee thereof, shall be
given to the Corporation in the manner provided from time to time in the By-
laws.

     (d)  Any director, 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 75% of the voting power of all of the shares of
capital stock of the Corporation then entitled to vote generally in the
election of the directors, voting together as a single class."

     3.  The effective date of these Articles of Amendment to the Restated
Articles of Incorporation shall be the date the same are filed with the
Department of State in accordance with Chapter 607 of the Florida Business
Corporation Act.

Dated: September 13, 1995

/s/ Lawrence E. Jaffe                     /s/ Thomas K. Langbein

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LAWRENCE E. JAFFE, Secretary              THOMAS K. LANGBEIN, President