EXHIBIT 3.1
                              ARTICLES OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                              MAXXIM MEDICAL, INC.

                                    * * * * *


         PURSUANT to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation (the "Corporation") adopted the
following Articles of Amendment to its Articles of Incorporation:

                                   ARTICLE ONE
         The name of the Corporation is Maxxim Medical, Inc.

                                   ARTICLE TWO
         The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on March 15, 1996:

        SECTION 1 of ARTICLE IV of the Articles of Incorporation of the
        Corporation is amended in its entirety so that, as amended, SECTION 1 of
        ARTICLE IV shall be and read as follows:

                                   "ARTICLE IV
                                  CAPITAL STOCK

                  Section 1. Authorized Shares. The total number of shares of
                  stock which the Corporation shall have the authority to issue
                  is 50,000,000, divided into classes as follows: (I) 10,000,000
                  shares of Preferred Stock, $1.00 par value each (hereinafter
                  referred to as "Preferred Stock"), and (ii) 40,000,000 shares
                  of Common Stock, $0.001 par value each (hereinafter referred
                  to as "Common Stock")."

                                  ARTICLE THREE
         The number of shares of the Corporation outstanding at the time of such
adoption was 8,069,847 shares of common stock, $0.001 par value per share
("Common Stock"), and the number of shares entitled to vote thereon was
8,069,847 shares of Common Stock.

                                  ARTICLE FOUR
        The number of shares of Common Stock voted for such amendment was
7,004,397; and the number of shares of Common Stock voting against such
amendment was 215,776.

                                  ARTICLE FIVE
         This amendment does not provide for a reclassification or exchange of
issued shares of the Corporation's capital stock.

                                   ARTICLE SIX
         This amendment effects no change in the amount of stated capital of the
Corporation.

         DATED:  March 15, 1996.
                                          MAXXIM MEDICAL, INC.

                                 By:  Kenneth  Davidson,  Chairman of the Board,
                                      President and Chief Executive Officer