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                                                                 EXHIBIT 3(ii).1

                                  MINIMED INC.
                               AMENDMENT TO BYLAWS
                              ADOPTED MAY 20, 1999




        "SECTION 3.02 Number; Election and Terms. Except as otherwise provided
for or fixed pursuant to the provisions of Article IV of the Restated
Certificate of Incorporation of the Corporation and until otherwise fixed by the
Board of Directors pursuant to the Restated Certificate of Incorporation, the
Board of Directors shall consist of eight (8) persons. Directors need not be
stockholders. Other than with respect to those directors elected by the holders
of any series of Preferred Stock provided for or fixed pursuant to the
provisions of Article IV of the Restated Certificate of Incorporation, there
shall be three classes of directors (each, a "Class"), as equal in number as
possible, known as Class 1, Class 2 and Class 3. The terms of office for the
initial Class 1, Class 2 and Class 3 directors shall be as follows: the term of
office of the initial Class 1 directors will expire at the 2000 annual meeting
of stockholders; the term of office of the initial Class 2 directors will expire
at the 2001 annual meeting of stockholders; and the term of office of the
initial Class 3 directors will expire at the 2002 annual meeting of
stockholders. At each annual meeting of stockholders following such initial
classification and election, each director elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after his election unless, by
intervening changes in the authorized number of directors, the Board shall
designate the vacant directorship as a directorship of another Class in order
more nearly to achieve equality in the number of directors among Classes.
Notwithstanding the foregoing, each of the directors shall hold office until his
successor shall have been duly elected and shall qualify or until he shall die,
resign or have been removed in the manner hereafter provided.


2. Section 3.03 is amended and restated in its entirety to read as follows:

        "SECTION 3.03 Intentionally Omitted."

3. Section 3.05 is hereby amended and restated in its entirety to read as
follows:

        "SECTION 3.05 Vacancies. Vacancies resulting from the death,
resignation, removal, an increase in the number of directors, or any other
cause, shall be filled only by a majority vote of the remaining directors,
although less than a quorum (unless there are



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no directors, in which case vacancies will be filled by the stockholders) and in
accordance with the rule that each Class of directors shall be as nearly equal
in number of directors as possible, provided, however, that if one or more
Interested Stockholders then exists, vacancies resulting from the death,
resignation or removal of a Continuing Director can only be filled by the vote
of a majority of the remaining Continuing Directors or, if there are no
Continuing Directors, by (i) the affirmative vote of the holders of not less
than eighty percent (80%) of the outstanding shares of Voting Stock and (ii) the
affirmative vote of the holders of a majority of the Disinterested Shares as to
all Interested Stockholders. (All of the foregoing capitalized terms shall have
the meanings ascribed to them in the Restated Certificate of Incorporation).
Notwithstanding the foregoing, in the event of any change in the authorized
number of directors, each director then continuing to serve as such will
nevertheless continue as a director of the Class of which he is a member until
the expiration of his current term or his earlier death, resignation or removal.
If any newly created directorship or vacancy on the Board of Directors,
consistent with the rule that the three Classes shall be as nearly equal in
number as possible, may be allocated to one or two or more Classes, the Board of
Directors shall allocate it to that of the available Classes whose term of
office is due to expire at the earliest date following such allocation. When the
Board of Directors fills a vacancy, the director chosen to fill that vacancy
shall be of the same Class as the director he or she succeeds and shall hold
office until such director's successor shall have been elected and qualified or
until such director shall resign or shall been removed. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of such director's term of office."