Exhibit 3.1.1


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                        BIOJECT MEDICAL TECHNOLOGIES INC.


     Pursuant to Sections 60.134 and 60.447 of the Oregon  Business  Corporation
Act, the undersigned  corporation  adopts the following Articles of Amendment to
its Articles of Incorporation:

     FIRST:  The name of the  corporation is Bioject Medical  Technologies  Inc.
(the "Corporation").

     SECOND:   SECTION  2  of  the  designations  of  the  relative  rights  and
preferences of the Corporation's  convertible  preferred stock is hereby amended
and restated in its entirety as follows:

     SECTION 2. Preferred Stock. (a) Series A Preferred Stock.  1,235,000 shares
of the  preferred  stock,  without  par  value,  of the  Corporation  are hereby
constituted  as a series of preferred  stock of the  Corporation  designated  as
Series A  Convertible  Preferred  Stock (the "Series A Preferred  Stock").  Such
amount shall be adjusted by the Corporation in the event that any adjustments to
the Series A Preferred Stock are required as set forth herein, including Section
7 hereof, and, in connection therewith,  the Corporation shall promptly take all
necessary or appropriate  actions and make all necessary or appropriate  filings
in connection therewith.

     (b)  Series B  Preferred  Stock.  200,000  shares of the  preferred  stock,
without par value,  of the  Corporation  are hereby  constituted  as a series of
preferred stock of the Corporation  designated as Series B Convertible Preferred
Stock (the  "Series B Preferred  Stock").  Such amount  shall be adjusted by the
Corporation in the event that any  adjustments  to the Series B Preferred  Stock
are required as set forth herein, including Section 7 hereof, and, in connection
therewith,  the  Corporation  shall  promptly take all necessary or  appropriate
action and make all necessary or appropriate filings in connection therewith.

     (c)  Series C  Preferred  Stock.  500,000  shares of the  preferred  stock,
without par value,  of the  Corporation  are hereby  constituted  as a series of
preferred stock of the Corporation  designated as Series C Convertible Preferred
Stock (the  "Series C Preferred  Stock").  Such amount  shall be adjusted by the
Corporation in the event that any  adjustments  to the Series C Preferred  Stock
are required as set forth herein, including Section 7 hereof, and, in connection
therewith,  the  Corporation  shall  promptly take all necessary or  appropriate
action and make all necessary or appropriate filings in connection therewith.







     THIRD:  The foregoing  resolution  was adopted by the Board of Directors of
the  Corporation on March 10, 1999 in accordance  with the provisions of Section
60.434 of the Oregon  Business  Corporation  Act,  shareholder  action not being
required. 

     IN WITNESS  WHEREOF,  Bioject  Medical  Technologies  Inc. has caused these
Articles of Amendment to be executed this 18th day of March, 1999.


                                     BIOJECT MEDICAL TECHNOLOGIES INC.



                                     By: /s/ Jim O'Shea
                                        ----------------------------------------
                                        Jim O'Shea
                                        President and CEO