EXHIBIT 3(c)

                              ARTICLES OF AMENDMENT
                                       OF
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                 UROPLASTY, INC.


        The undersigned, Daniel G. Holman, President and CEO of Uroplasty, Inc.,
a Minnesota corporation, (the "Company"), hereby certifies pursuant to Section
302A.139 of Minnesota Statutes as follows:

1. that Article 3 of the Company's Restated Articles of Incorporation has been
amended to read in its entirety as follows:

                           "ARTICLE 3 - CAPITAL STOCK

                3.1     Authorized Shares. The aggregate number of shares that
        the corporation has authority to issue shall be Six Million Six Hundred
        Thousand Six Hundred Sixty-Six (6,666,666) shares of common stock. Such
        shares shall not have any par value, except that they shall 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 except that they shall have such par value as may be
        fixed by the corporation's Board of Directors for the purpose of a
        statute or regulation requiring the shares of the corporation to have a
        par value."

2. that such amendment has been adopted in accordance with the requirements of,
and pursuant to, Chapter 302A of the Minnesota Statutes, including, without
limitation, Section 302A.139 thereof;

3. that such amendment was adopted pursuant to Section 302A.402, subd. 3 of the
Minnesota Statutes in connection with a combination of the Company's Common
Stock; and

4. that such amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series of the Company and will
not result in the percentage of authorized shares of any class or series that
remains unissued after such combination exceeding the percentage of authorized
shares of that class or series that were unissued before the combination.

        The combination giving rise to the amendment set forth above concerns a
one for three reverse split of the Common Stock of the Company. The manner in
which such combination is being effected is as follows:

        a.      on such record date as is established by the Company's Board of
        Directors, but in any event, not later than the date these Articles of
        Amendment are filed with the Secretary of State of Minnesota (the
        "Effective Date"), each share of Common Stock then outstanding will be
        combined and converted into one-third (1/3) share of Common Stock of the
        Company; and

        b.      as soon as practicable after the Effective Date, the Company's
        transfer agent and registrar will prepare, sign and register a
        certificate or certificates representing one share of the authorized but
        unissued Common Stock of the Company for each three shares of


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        Common Stock held of record by each common stockholder of record as of
        the Effective Date; will adjust the Company's record of shares
        outstanding to reflect such combination; and will issue and deliver such
        certificates to each holder, as needed and appropriate, upon the
        occasion of future transfers; and

        c.      in settlement of fractional interests which may arise as a
        result of common shareholders of record on the Effective Date holding a
        number of shares not divisible by three, no fractional shares shall be
        issued, and fractional share amounts shall be rounded down.

        IN WITNESS WHEREOF, I have subscribed my name this ___ day of April,
2002.


                                  ----------------------------------------------
                                       Daniel G. Holman, President and CEO

STATE OF MINNESOTA         )
                           ) ss.
COUNTY OF HENNEPIN         )

        The foregoing Articles of Amendment of
Restated Articles of Incorporation of Uroplasty,
Inc. was acknowledged before me this ______ day
of April, 2002, by Daniel G. Holman, President
and CEO of Uroplasty, Inc.


------------------------------
Notary Public


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