EXHIBIT 3.2

                              ARTICLES OF AMENDMENT
                                       OF
                             ST. JUDE MEDICAL, INC.

         I, the undersigned Kevin T. O'Malley, Assistant Secretary of St. Jude
Medical, Inc., a corporation subject to the provisions of Chapter 302A,
Minnesota Statutes, known as the Minnesota Business Corporation Act, hereby
certify that resolutions adopting an amendment to the language of Article VII of
the Articles of Incorporation to read as set forth below were adopted pursuant
to Chapter 302A, Minnesota Statutes, by the Board of Directors and by the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote at a meeting of the shareholders held on May 9, 1996.

         RESOLVED, that the first sentence of Article VII of the corporation's
Articles of Incorporation be replaced with the following:

                  "The authorized capital stock of this corporation shall be Two
                  Hundred Fifty Million (250,000,000) shares of common stock of
                  the par value of Ten Cents ($.10) per share (the "Common
                  Stock") and Twenty-Five Million (25,000,000) shares of
                  preferred stock of the par value of One Dollar ($1.00) per
                  share (the "Preferred Stock")."

         RESOLVED FURTHER, that the officers of the corporation acting
individually, are each authorized and directed to execute such documents and
certificates and to take such other action as may be necessary to give effect to
the previous resolution.

         IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
September, 1996.



                                    /s/ Kevin T. O'Malley
                                    -------------------------------------------
                                         Kevin T. O'Malley, Assistant Secretary