Exhibit 3.1


                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                 ULTRA PAC, INC.

         The undersigned, the President of ULTRA PAC, INC., a Minnesota
corporation (the "Corporation"), does hereby certify that by Annual Meeting of
the Shareholders held on July 17, 1996, the following resolution was adopted by
a majority of the shareholders of the Corporation in accordance with the
applicable provisions of Minnesota Statutes:

                               Resolution Amending
                            Articles of Incorporation

         WHEREAS, it is in the best interest of the Corporation to increase its
         number of authorized shares from 5,000,000 to 10,000,000;

         NOW, THEREFORE, IT IS HEREBY

         RESOLVED, that the Articles of Incorporation of the Corporation are
         amended by deleting Article 4 in full and replacing it with the
         following:

                                   "ARTICLE 4.

                                     SHARES

         The shares of capital stock of the Corporation shall be subject to the
         following:

         (a) The corporation is authorized to issue ten million (10,000,000)
         shares of capital stock, to be held, sold, and paid for at such times
         and in such manner as the Board of Directors may from time to time
         determine, in accordance with the laws of the State of Minnesota. All
         shares of the Corporation shall be without par value, except that such
         shares shall be deemed to have a par value of One Cent ($.01) per share
         solely for the purpose of a statute or regulation imposing a tax or fee
         based upon the capitalization of a corporation, and a par value fixed
         by the Board of Directors for the purpose of a statute or regulation
         requiring the shares of a corporation to have a par value.

         (b) Unless otherwise established by the Board of Directors, all shares
         of the Corporation are common shares entitled to vote and shall be of
         one class and one series having equal rights and preferences in all
         matters. Unless otherwise provided in these Articles, or Bylaws of the
         Corporation, or in the terms of the shares, a common shareholder has
         one (1) vote for each share held.

         (c) The Board of Directors shall have the power to establish more than
         one class or series of shares and to fix the relative rights and
         preferences of any such different classes or series.

         (d) The shareholders of the Corporation shall not have preemptive
         rights, unless with respect to some or all of the authorized and
         unissued shares, the Board of Directors grants preemptive rights.

         (e) Cumulative voting for directors is not permitted"

         FURTHER RESOLVED, that the President of the Corporation is hereby
         authorized and directed to execute Articles of Amendment attesting to
         the adoption of the foregoing amendment and to cause such Articles of
         Amendment to be filed in the office of the Secretary of State of the
         State of Minnesota.

         IN WITNESS WHEREOF, I have subscribed my name this 8th day of August,
1996.


                                             /S/ Calvin S. Krupa
                                                 Calvin S. Krupa
                                                 President


STATE OF MINNESOTA
Department of State
Filed
Aug 12 1996
/s/ Joan Anderson Growe
Secretary of State