ARTICLES OF AMENDMENT

MEDICALOGIC, INC.

1. The name of the corporation is MedicaLogic, Inc.

2. Article II.A of the 1994 Restated Articles of Incorporation,
as amended, is hereby amended to read in its entirety:

"A. AUTHORIZED CAPITAL. The Corporation is authorized to
issue shares of two classes of stock: 100,000,000 shares of Common
Stock and 50,000,000 shares of Preferred Stock.

When this Amendment becomes effective, each of the shares of Common
Stock issued and outstanding immediately prior to the time this
Amendment becomes effective shall be reclassified and changed into and
constitute .5 shares of the fully paid Common Stock of the Corporation
without further action of any kind. No fractional shares shall be
issued on reclassification of the Common Stock and the number of shares
of Common Stock for which the Common Stock is reclassified shall be
rounded up to the nearest whole number."

3. Article II.J of the 1994 Restated Articles of Incorporation,
as amended, is amended to read as follows:

"J. SERIES G AND G-1 PREFERRED STOCK. The two series of
Preferred Stock of the Corporation previously designated Series G Preferred
Stock and Series G-1 Preferred Stock are hereby eliminated."

4. Article II.K of the 1994 Restated Articles of Incorporation,
as amended, is amended to read as follows:

"K. SERIES H PREFERRED STOCK. The one series of Preferred
Stock of the Corporation previously designated Series H Preferred Stock is
hereby eliminated."

5. Article II.L of the 1994 Restated Articles of Incorporation,
as amended, is amended to read as follows:

"L. SERIES I AND I-1 PREFERRED STOCK. The two series of
Preferred Stock of the Corporation previously designated Series I Preferred
Stock and Series I-1 Preferred Stock are hereby eliminated."

6. The 1994 Restated Articles of Incorporation, as amended, are
amended to add a new Article II.N to the end of Article II to read in its
entirety as follows:

"N. AMENDMENT. Immediately upon the automatic conversion
of each share of Series A Preferred Stock, Series C Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock and Series J Preferred Stock,
respectively, into shares of Common Stock upon the consummation of the
Corporation's sale of its Common Stock in a bona fide, firm commitment
underwritten public offering under the Securities Act of 1933 that results in
aggregate cash proceeds (before underwriters' commissions and offering expenses)
to the Corporation of $7,500,000 or more and a public offering price of not less
than $10.80 per share (adjusted to reflect subsequent stock dividends, stock
splits or recapitalization) pursuant to Section 5(a)(ii) of each of Article
II.D, II.F, II.H, II.I, and II.M, these 1994 Restated Articles of Incorporation,
as amended, shall automatically be amended to delete Articles II.D, II.F, II.H,
II.I and II.M hereof in their entirety and Articles II.D, II.F, II.H, II.I and
II.M shall have no further force and effect. Upon such automatic amendment, the
officers of the Company are authorized and directed to do such acts and things
as may be necessary or appropriate to effect said amendment, including making
any required filings with any authorities of the state of Oregon."

7. The 1994 Restated Articles of Incorporation, as amended, are
hereby amended to add a new Article V to read in its entirety as follows:

"ARTICLE V

A. Notwithstanding any other provisions of these 1994 Restated
Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these 1994
Restated Articles of Incorporation or the Bylaws of the Corporation), any
director or the entire Board of Directors of the Corporation may be removed at
any time, but only for cause or by the affirmative vote of the holders of 75% or
more of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of the shareholders called for
that purpose.

B. Notwithstanding any other provisions of these 1994 Restated
Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these 1994
Restated Articles of Incorporation or the Bylaws of the Corporation), the
provisions set forth in this Article V may not be amended, altered, changed or
repealed in any respect, nor may any provision be adopted which is inconsistent
with this Article V, unless such action is approved by the affirmative vote of
the holders of not less than 75% of the voting power of the outstanding shares
of capital stock of the Corporation entitled to vote generally in the election
of directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose.

C. Notwithstanding any other provisions of these 1994 Restated
Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these 1994
Restated Articles of Incorporation or the Bylaws of the Corporation), the
provisions set forth in Sections 1.5 or 2.1 of the Bylaws of the Corporation may
not be amended, altered, changed or repealed in any respect, nor may any
provision be adopted which is inconsistent with Sections 1.5 or 2.1 of the
Bylaws, unless such action is approved by the Board of Directors or by the
affirmative vote of the holders of not less than 75% of the voting power of the
outstanding shares of capital stock of the Corporation entitled to vote
generally at an annual or special meeting of shareholders (considered for this
purpose as one class) cast at a meeting of the shareholders called for that
purpose."

8. Section 5(c)(i)(D)(4) of Article II.F of the 1994 Restated
Articles of Incorporation of the corporation, as amended, is amended to replace
"6,547,684" with "6,273,842."

9. Section 5(c)(i)(D)(4) of Article II.H of the 1994 Restated
Articles of Incorporation of the corporation, as amended, is amended to replace
"5,860,684" with "5,930,342."

10. Section 5(c)(i)(D)(4) of Article II.I of the 1994 Restated
Articles of Incorporation of the corporation, as amended, is amended to replace
"4,891,174" with 5,445,587."

11. Section 5(c)(i)(D)(4) of Article II.M of the 1994 Restated
Articles of Incorporation of the corporation, as amended, is amended to replace
"4,891,174" with "5,445,587."

12. The amendment in paragraph two to these 1994 Restated Articles
of Incorporation was approved by the Board of Directors of the Corporation
effective November 1, 1999. The amendments in paragraphs three through eleven to
these 1994 Restated Articles of Incorporation were approved by the Board of
Directors of the Corporation effective September 2, 1999.

13. The amendment in paragraph two to the Articles of
Incorporation was approved by holders of the capital stock of the corporation on
November 12, 1999 as follows (as reflected in pre-split amounts):

(i) Class or series of shares: Common Stock
No. of shares outstanding: 18,449,125
No. of votes entitled to be cast: 18,449,125
No. of votes cast for: 12,742,121
No. of votes cast against: 0

(ii) Class or series of shares: Series A Preferred Stock
No. of shares outstanding: 5,750,001
No. of votes entitled to be cast: 5,750,001
No. of votes cast for: 5,734,668
No. of votes cast against: 0

(iii) Class or series of shares: Series C Preferred Stock
No. of shares outstanding: 7,012,637
No. of votes entitled to be cast: 7,012,637
No. of votes cast for: 5,144,445
No. of votes cast against: 0

(iv) Class or series of shares: Series E Preferred Stock
No. of shares outstanding: 4,761,907
No. of votes entitled to be cast: 4,761,907
No. of votes cast for: 3,240,187
No. of votes cast against: 0

(v) Class or series of shares: Series F Preferred Stock
No. of shares outstanding: 4,000,000
No. of votes entitled to be cast: 4,000,000
No. of votes cast for: 4,000,000
No. of votes cast against: 0

(vi) Class or series of shares: Series J Preferred Stock
No. of shares outstanding: 10,376,843
No. of votes entitled to be cast: 10,376,843
No. of votes cast for: 7,944,257
No. of votes cast against: 0

14. The amendments in paragraphs three through eleven to the
Articles of Incorporation were approved by holders of the capital stock of the
corporation on September 17, 1999 as follows (as reflected in pre-split
amounts):

(i) Class or series of shares: Common Stock
No. of shares outstanding: 17,852,562
No. of votes entitled to be cast: 17,852,562
No. of votes cast for: 9,142,437
No. of votes cast against: 0

(ii) Class or series of shares: Series A Preferred Stock
No. of shares outstanding: 5,750,001
No. of votes entitled to be cast: 5,750,001

No. of votes cast for: 5,284,673
No. of votes cast against: 0

(iii) Class or series of shares: Series C Preferred Stock
No. of shares outstanding: 7,012,637
No. of votes entitled to be cast: 7,012,637
No. of votes cast for: 5,762,454
No. of votes cast against: 0

(iv) Class or series of shares: Series E Preferred Stock
No. of shares outstanding: 4,761,907
No. of votes entitled to be cast: 4,761,907
No. of votes cast for: 2,650,256
No. of votes cast against: 0

(v) Class or series of shares: Series F Preferred Stock
No. of shares outstanding: 4,000,000
No. of votes entitled to be cast: 4,000,000
No. of votes cast for: 4,000,000
No. of votes cast against: 0

(vi) Class or series of shares: Series J Preferred Stock
No. of shares outstanding: 10,376,843
No. of votes entitled to be cast: 10,376,843
No. of votes cast for: 8,063,069
No. of votes cast against: 0

Dated: November 17, 1999

MEDICALOGIC, INC.

By: /s/ GUY FIELD
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Guy Field, Vice President, Finance