AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                               OSI SYSTEMS, INC.
 
 
 
                                       I.
 
     The name of this corporation is OSI Systems, Inc.
 
                                      II.
 
     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
 
                                      III.
 
     A.   The total number of shares of stock which this corporation shall have
authority to issue is 50,000,000, consisting of 40,000,000 shares of Common
Stock and 10,000,000 shares of Preferred Stock.
 
     B.   Each share of Preferred Stock outstanding as of the effective date of
filing of this Amended and Restated Articles of Incorporation shall, upon the
filing of this Amended and Restated Articles of Incorporation, automatically and
without further action be converted into one and one-half (1.5) outstanding
shares of Common Stock.
 
     C.   Each share of Common Stock outstanding as of the effective date of
filing of this Amended and Restated Articles of Incorporation shall, upon the
filing of this Amended and Restated Articles of Incorporation, automatically and
without further action be split into one and one-half (1.5) outstanding shares
of Common Stock.
 
     D.   Shareholders who would otherwise receive a fractional share of Common
Stock after giving effect to the conversion of the Preferred Stock as set forth
in Paragraph B above and the stock split as set forth in Paragraph C above,
shall receive, in lieu of such fractional share, one whole share of Common
Stock.
 
     E.   The Board of Directors is hereby empowered, by resolution or
resolutions adopted from time to time, to authorize the issuance of one or more
series of Preferred Stock, to fix the number of shares of any series of
Preferred
 
 
                                      1.
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Stock, and to determine the designation of any such series of Preferred Stock.
The Board of Directors is also authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any such series subsequent to the issuance of shares of that
series.
 
                                      IV.
 
     The liability of the directors of this corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
 
                                      V.
 
     This corporation is authorized to indemnify the agents (as defined in
Section 317 of the Corporations Code) of this corporation to the fullest extent
permissible under California law.  Any amendment, repeal or modification of any
provision of this Article V shall not adversely affect the right or protection
of an agent of this corporation existing at the time of such amendment, repeal
or modification.