RESTATED ARTICLES OF INCORPORATION OF TECHNE CORPORATION



                            ARTICLE 1 - NAME


1.1) The name of the corporation shall be Techne Corporation.


                     ARTICLE 2 - REGISTERED OFFICE

2.1) The registered office of the corporation is located at 614
McKinley Place N.E., Minneapolis, Minnesota 55413.


                       ARTICLE 3 - CAPITAL STOCK

3.1) Authorized Shares; Establishment of Classes and Series.  The
aggregate number of shares that the corporation has the authority
to issue shall be 105,000,000 shares, which shall have a par value
of $.01 per share solely for the purpose of a statute or regulation
imposing a tax or fee based upon the capitalization of the
corporation, and which shall consist of 5,000,000 undesignated
shares and 100,000,000 common shares.  The Board of Directors of
the corporation is authorized to establish from the undesignated
shares, by resolution adopted and filed in the manner provided by
law, one of more classes or filed in the manner provided by law,
one or more classes or series of shares, to designate each such
class or series, which designation may include but is not limited
to the designation or any class or series as additional common
shares, and to fix the relative rights and preferences of each such
class or series.

3.2) Issuance of Shares.  The Board of Directors of the corporation
is authorized from time to time to accept subscriptions for, issue,
sell and deliver shares of any class or series of the corporation
to such persons, at such times and upon such terms and conditions
as the Board shall determine valuing all nonmonetary consideration
and establishing a price in money or other consideration, or a
minimum price, or a general formula or method by which the price
will be determined.

3.3) Issuance of Rights to Purchase Shares.  The Board of Directors
is further authorized from time to time to grant issue rights to
subscribe for, purchase, exchange securities for, or convert
securities into, shares of the corporation or any class or series,
and to fix the terms, provisions and conditions of such rights,
including the exchange or conversion basis or the price at which
such shares may be purchased or subscribed for.

3.4) Issuance of Shares to Holders of Another Class or Series.  The
Board is further authorized to issue shares of one class or series
to holders of that class or series or to holders of another class
or series to effectuate share dividends or splits.


                 ARTICLE 4 - RIGHTS OF SHAREHOLDERS


4.1) Preemptive Rights.  No shares of any class or series of the
corporation shall entitle the holders to any pre-emptive rights to
subscribe for or purchase additional shares of that class or series
or to holders of another class or series to effectuate share
dividends or splits.

4.2) No Cumulative Voting Rights.  There shall be no cumulative
voting by the shareholders of the corporation.


     ARTICLE 5 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION

5.1) Where approval of shareholders is required by law, the
affirmative vote of the holders or at least a majority of the
voting power of all shares entitled to vote shall be required to
authorize the corporation (i) to merge into or with one or more
other corporations, (ii) to exchange its shares for shares of one
or more other corporations, (iii) to sell, lease, transfer or
otherwise dispose of all or substantially all of its property and
assets, including its good will, or (iv) to commence voluntary
dissolution.


          ARTICLE 6 - AMENDMENT OF ARTICLES OF INCORPORATION

6.1) Any provision contained in these Articles of Incorporation may
be amended, altered, changed or repealed by the affirmative vote of
the holders or at least a majority of the voting power of the
shares present and entitled to vote at a duly held meeting or such
greater percentage as may be otherwise prescribed by the laws of
the State of Minnesota.


             ARTICLE 7 - LIMITATION OF DIRECTOR LIABILITY

7.1) To the fullest extent permitted by the Minnesota Business
Corporation Act as the same exists or may hereafter be amended, a
director of this corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as director.