AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           USANA HEALTH SCIENCES, INC.
 
 
     Pursuant to and in accordance with Sections 16-10a-1007 and 16-10a-1003 of
the Utah Revised Business Corporation Act, as amended (the "Act"), the following
are the Amended and Restated Articles of Incorporation of USANA Health Sciences,
Inc., a Utah corporation:
 
                                    ARTICLE I
 
                                      NAME
                                      ----
 
     The name of this corporation is USANA Health Sciences, Inc. (the
"Corporation").
 
                                   ARTICLE II
 
                               CORPORATE PURPOSES
                               ------------------
 
     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Utah Revised Business
Corporation Act.
 
                                   ARTICLE III
 
                                 CAPITALIZATION
                                 --------------
 
     The aggregate number of shares the Corporation is authorized to issue shall
be Fifty Million (50,000,000) shares of common stock. All such shares shall have
a $0.001 par value per share and shall be offered and sold at such price and on
such terms as the directors of the Corporation may, in their sole discretion and
consistent with applicable laws, deem appropriate. Each share shall entitle the
holder hereof to one (1) vote on each matter submitted to a vote at a meeting of
the shareholders or otherwise requiring the approval of the Corporation's
shareholders. All stock of the corporation shall be of the same class and shall
have the same rights and preferences. The stock of the Corporation shall be
issued as fully paid and the private property of the shareholders shall not be
liable for the debts, obligations or liabilities of the Corporation. Fully paid
stock of this Corporation shall not be liable for any further call or
assessment.
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                                   ARTICLE IV
 
                     REGISTERED OFFICE AND REGISTERED AGENT
                     --------------------------------------
 
     The street address of the registered office of the Corporation is 111 East
Broadway, Suite 900, Salt Lake City, Utah 84111. The name of the registered
agent at that address is Kevin R. Pinegar.
 
                                    ARTICLE V
 
                      LIMITATION OF LIABILITY OF DIRECTORS
                      ------------------------------------
 
     To the fullest extent permitted by the Act or any other applicable law as
the same now exists or as it may hereafter be amended, a director of this
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for any action taken or any failure to take
any action as a director, except liability for:
 
     (a)    the amount of a financial benefit received by a director to which he
            is not entitled;
 
     (b)    an intentional infliction of harm on the corporation or the
            shareholders;
 
     (c)    a violation of Section 16-10a-842 of the Act (unlawful
            distributions); or
 
     (d)    an intentional violation of criminal law.
 
     Neither an amendment nor repeal of this Article V, nor the adoption of any
provision of the Corporation's Articles of Incorporation that are inconsistent
with this Article V, shall eliminate or reduce the effect of this Article V with
respect to any matter that occurs or any action or proceeding that accrues or
arises prior to such amendment or repeal of this Article V or the adoption of a
provision in these Articles that is inconsistent with this Article V.
 
                                   ARTICLE VI
 
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
                    -----------------------------------------
 
     To the fullest extent permitted by the Act or any other applicable law as
the same now exists or as it may hereafter be amended, (i) the Corporation shall
indemnify any person who has been made or who has been threatened to be made a
party to any action, suit, or proceeding (whether formal or informal, or whether
civil, criminal, administrative, or investigative) for all liabilities and
expenses incurred by such person in connection with such action, suit, or
proceeding by reason of the fact that he (or his estate or personal
representative) is or was a director or officer of the Corporation or any
 
 
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<PAGE>
 
predecessor of the Corporation or serves or served, at the request of the
Corporation, as a director, officer, partner, trustee, employee, fiduciary, or
agent of another domestic or foreign corporation, of another person or entity,
or of an employee benefit plan, and (ii) the Corporation shall advance such
expenses to such person in advance of a final disposition of such action, suit,
or proceeding.
 
     Neither an amendment nor repeal of this Article VI, nor the adoption of any
provision of the Corporation's Articles of Incorporation that is inconsistent
with this Article VI, shall eliminate or reduce the effect of this Article VI
with respect to any matter that occurs or any action or proceeding that accrues
or arises prior to such amendment or repeal of this Article VI or the adoption
of a provision in these Articles that is inconsistent with this Article VI.
 
                     [End of Amended and Restated Articles]
 
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