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                                                                  EXHIBIT 3.1(b)

                     AMENDMENT TO ARTICLES OF INCORPORATION
                        UNIVERSAL HOSPITAL SERVICES, INC.

         RESOLVED, that Article 3 to the Amended and Restated Articles of
Incorporation of Universal Hospital Services, Inc. (the "Corporation"), be
amended and restated in its entirety as follows:

                          ARTICLE 3. AUTHORIZED SHARES

         (a) Authorized Capital Stock. The total number of shares of capital
stock which the Corporation is authorized to issue shall be 60,000,000 shares,
consisting of 50,000,000 shares of common stock, par value $0.01 per share
("Common Stock"), and 10,000,000 shares of preferred stock, par value $0.01 per
share ("Preferred Stock").

         (b) Common Stock. All shares of Common Stock shall be voting shares and
shall be entitled to one vote per share. Holders of Common Stock shall not be
entitled to cumulate their votes in the election of directors and shall not be
entitled to any preemptive rights to acquire shares of any class or series of
capital stock of the Corporation. Subject to any preferential rights of holders
of Preferred Stock, holders of Common Stock shall be entitled to receive their
pro rata shares, based upon the number of shares of Common Stock held by them,
of such dividends or other distributions as may be declared by the board of
directors from time to time and of any distribution of the assets of the
Corporation upon its liquidation, dissolution or winding up, whether voluntary
or involuntary.

         (c) Preferred Stock. The board of directors of the Corporation is
hereby authorized to provide, by resolution or resolutions adopted by such
board, for the issuance of Preferred Stock from time to time in one or more
classes and/or series, to establish the designation and number of shares of each
such class or series, and to fix the relative rights and preferences of the
shares of each such class or series, all to the full extent permitted by
Minnesota Statutes, Section 302A.401, or any successor provision. Without
limiting the generality of the foregoing, the board of directors is authorized
to provide that shares of a class or series of Preferred Stock:

                  (1) are entitled to cumulative, partially cumulative or
         noncumulative dividends or other distributions in payable in cash,
         capital stock or indebtedness of the Corporation or other property, at
         such times and in such amounts as are set forth in the board
         resolutions establishing such class or series or as are determined in a
         manner specified in such resolutions;

                  (2) are entitled to a preference with respect to payment of
         dividends over one or more other classes and/or series of capital stock
         of the Corporation;

                  (3) are entitled to a preference with respect to any
         distribution of assets of the Corporation upon its liquidation,
         dissolution or winding up over one or more other classes and/or series
         of capital stock of the Corporation in such amount as is set forth in
         the board resolutions establishing such class or series or as is
         determined in a manner specified in such resolutions;

                  (4) are redeemable or exchangeable at the option of the
         Corporation and/or on a mandatory basis for cash, capital stock or
         indebtedness of the Corporation or other property, at such times or
         upon the occurrence of such events, and at such prices, as are set
         forth in the board resolutions establishing such class or series or as
         are determined in a manner specified in such resolutions;
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                  (5) are entitled to the benefits of such sinking fund, if any,
         as is required to be established by the Corporation for the redemption
         and/or purchase of such shares by the board resolutions establishing
         such class or series;

                  (6) are convertible at the option of the holders thereof into
         shares of any other class or series of capital stock of the
         Corporation, at such times or upon the occurrence of such events, and
         upon such terms, as are set forth in the board resolutions establishing
         such class or series or as are determined in a manner specified in such
         resolutions;

                  (7) are exchangeable at the option of the holders thereof for
         cash, capital stock or indebtedness of the Corporation or other
         property, at such times or upon the occurrence of such events, and at
         such prices, as are set forth in the board resolutions establishing
         such class or series or as are determined in a manner specified in such
         resolutions;

                  (8) are entitled to such voting rights, if any, as are
         specified in the board resolutions establishing such class or series
         (including, without limiting the generality of the foregoing, the right
         to elect one or more directors voting alone as a single class or series
         or together with one or more other classes and/or series of Preferred
         Stock, if so specified by such board resolutions) at all times or upon
         the occurrence of specified events; and

                  (9) are subject to restrictions on the issuance of additional
         shares of Preferred Stock of such class or series or of any other class
         or series, or on the reissuance of shares of Preferred Stock of such
         class or series or of any other class or series, or on increases or
         decreases in the number of authorized shares of Preferred Stock of such
         class or series or of any other class or series.

Without limiting the generality of the foregoing authorizations, any of the
rights and preferences of a class or series of Preferred Stock may be made
dependent upon facts ascertainable outside the board resolutions establishing
such class or series, and may incorporate by reference some or all of the terms
of any agreements, contracts or other arrangements entered into by the
Corporation in connection with the issuance of such class or series, all to the
full extent permitted by Minnesota Statutes. Unless otherwise specified in the
board resolutions establishing a class or series of Preferred Stock, holders of
a class or series of Preferred Stock shall not be entitled to cumulate their
votes in any election of directors in which they are entitled to vote and shall
not be entitled to any preemptive rights to acquire shares of any class or
series of capital stock of the Corporation.

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