EXHIBIT A
 
                            CERTIFICATE OF AMENDMENT
                                       OF
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                         MEDICAL ACTION INDUSTRIES INC.
 
                UNDER SECTION 242 OF THE GENERAL CORPORATION LAW
 
                            ------------------------
 
It is hereby certified that:
 
FIRST:    The name of the corporation is MEDICAL ACTION INDUSTIRES INC. (the
          'Corporation').
 
SECOND: The certificate of incorporation of the Corporation is hereby amended by
        striking out Article FOURTH in its entirety, and the following new
        Article FOURTH is substituted in lieu thereof:
               'FOURTH:  The total number of shares of stock that this
        Corporation shall have authority to issue is (i) 15,000,000 shares of
        Common Stock, $.001 par value per share ('Common Stock') and (ii)
        5,000,000 shares of Preferred Stock, $.001 par value per share
        ('Preferred Stock').
 
                  A. COMMON STOCK.  The holders of Common Stock shall be
                     entitled to one vote for each share held; the holders of
                     Common Stock shall be entitled to receive such dividends as
                     may be declared from time to time by the Board of
                     Directors; and in the event of the voluntary or involuntary
                     liquidation, dissolution or winding up of the Corporation,
                     the holders of the Common Stock shall be entitled to
                     receive all the remaining assets of the Corporation,
                     tangible and intangible, of whatever kind available for
                     distribution to stockholders ratably in proportion to the
                     number of shares of Common Stock held by them,
                     respectively.
 
                  B. PREFERRED STOCK.  Authority is hereby expressly granted to
                     the Board of Directors from time to time to issue the
                     Preferred Stock in one or more series, and in connection
                     with the creation of any such series, by resolution or
                     resolutions providing for the issue of the shares thereof,
                     to determine and fix such voting powers, full or limited,
                     or not voting powers, and such designations, preferences
                     and relative, participating, optional or other special
                     rights and qualifications, limitations or restrictions
                     thereof, including without limitation thereof, dividend
                     rights, conversion rights, redemption privileges and
                     liquidation preferences, as shall be stated and expressed
                     in such resolutions, all to the full extent now or
                     hereafter permitted by the General Corporation Law of
                     Delaware. Without limiting the generality of the foregoing,
                     the resolutions providing for issuance of any series of
                     Preferred Stock may provide that such series shall be
                     superior or rank equally or be junior to the Preferred
                     Stock of any other series to the extent permitted by law.
                     Except as expressly provided elsewhere in this Article
                     FOURTH, no vote of holders of the Preferred Stock or Common
                     Stock shall be required in connection with the designation
                     or the issuance of any shares of any series of any
                     Preferred Stock authorized by and complying with the
                     conditions herein, the right to have such vote being
                     expressly waived by all present and future holders of the
                     capital stock of the Corporation.'
 
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THIRD:   The amendment of the certificate of incorporation herein certified has
         been duly adopted in accordance with the provisions of Section 242 of
         the General Corporation Law of the State of Delaware.
 
Signed and attested to on August   , 1998.
 
                                          --------------------------------------
                                          Paul D. Meringola
                                          Chief Executive Officer
 
ATTEST:
 
- ---------------------------------------------------------
Richard G. Satin, Secretary
 
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