AMENDED ARTICLES OF INCORPORATION

                                       OF

                           MERIDIAN DIAGNOSTICS, INC.

 

 

        MERIDIAN DIAGNOSTICS, INC. hereby adopts the following Amended Articles

of Incorporation to supersede and take the place of the existing Articles and

all Amendments thereto:

 

        FIRST.  The name of the Corporation shall be Meridian Diagnostics, Inc.

 

        SECOND.  The place in Ohio where its principal office is to be located

is 3476 Riverhills Drive, Cincinnati, Hamilton County, Ohio 45244.

 

        THIRD.  The purpose for which the Corporation is organized shall be:

 

        To develop, manufacture and sell medical diagnostic products and to do

        any other lawful act or acts for which corporations may be formed under

        Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

 

        FOURTH.  The maximum number of shares which the Corporation is

authorized to have outstanding is:

 

        A. 101,000 shares of Common Stock, without par value and

 

        B. 10,000 shares of Preferred Stock, without par value.

 

        The holders of the Preferred Stock shall be entitled to receive

dividends out of any funds of the corporation at the time legally available for

dividends when and as declared by the Board of Directors at such rate as shall

be fixed by the Board of Directors before any sum shall be set apart or applied

to the redemption or purchase of or any dividends shall be declared or paid

upon or set apart for any class or series of Common Stock.  In the event of any

liquidation, dissolution or winding up of the Corporation, the holders of

Preferred Stock shall be entitled to receive out of the assets of the

Corporation payment of an amount per share as determined by the Board of

Directors as a liquidation price (including accrued dividends, if any) before

any distribution of assets shall be made to the holders of any class or series

of Common Stock.

 

        The Board of Directors shall have he express authority from

time-to-time to adopt amendments to these Articles of Incorporation with

respect to any unissued or treasury shares of Preferred Stock and thereby to

fix or change the division of such shares into series and the designation and

authorized number of shares of each series and to provide for each such series:

voting powers, full or limited or no voting powers; dividend rates; dates of

payment of dividends; dates from which dividends

are cumulative; liquidation prices; redemption rights and prices; sinking fund

requirements; conversion rights; restrictions on the issuance of shares of

other series of Preferred Stock; and such other designations, preferences and

relative participating options or other special rights and qualifications,

powers, limitations or restrictions thereon as may be determined by the Board

of Directors.

 

        FIFTH.  No holder of any shares of this Corporation shall have any

pre-emptive rights to subscribe for or to purchase any shares of this

Corporation of any class whether such shares or such class be now or hereafter

authorized or to purchase or subscribe for securities convertible into or

exchangeable for shares of any class or to which shall be attached or

appertained any warrants or rights entitling the holder thereof to purchase or

subscribe for shares of any class.

 

        SIXTH.  This Corporation, through its Board of Directors, shall have

the right and power to purchase any of its outstanding shares at such price and

upon such terms as may be agreed upon between the Corporation and any selling

shareholder.

 

        SEVENTH.  The provisions of Ohio Revised Code Section 1701.831 relating

to control share acquisitions shall not be applicable to this Corporation.