ARTICLES OF AMENDMENT TO THE
                AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                            THE FEMALE HEALTH COMPANY


     1.     The  name  of  the  Corporation  is  The  Female  Health  Company.

     2.     The  amendment  adopted  relates  to  Article  V  of the Amended and
Restated  Articles of Incorporation, as amended.  The first portion of Article V
is  amended  to  read  as  follows:

                                    ARTICLE V

     The  aggregate  number  of  shares  which  the  Corporation  shall have the
authority  to  issue  is  40,515,000  shares  consisting  of:

          (a)     35,500,000  shares  designated  as  "Common  Stock" with a par
value  of  $.01  per  share;

          (b)     5,000,000  shares designated as "Class A Preferred Stock" with
a  par  value  of  $.01  per  share;  and

          (c)     15,000  shares  designated as "Class B Preferred Stock" with a
par  value of $.50 per share and the relative rights, preferences and privileges
of  each  class  shall  be  as  follows:

The  remainder  of  Article  V,  as  previously  amended,  remains  unchanged.

     The  foregoing  amendment  to  the  Amended  and  Restated  Articles  of
Incorporation  of  the Corporation, was approved and adopted by the shareholders
of  the  Corporation  on  May 8, 2002 in accordance with Section 180.1003 of the
Wisconsin  Business  Corporation  Law.

     Dated  this  15th  day  of  May,  2002.

                                         THE  FEMALE  HEALTH  COMPANY

                                         BY      /s/  O.B.  Parrish
                                            ------------------------------
                                               O.B.  Parrish,  Chairman
                                             and Chief Executive Officer

This  document  was  drafted  by  Benjamin  G.  Lombard,  Esq.

Please  return  this  document  to:

Tanya  R.  Braga,  Paralegal
Reinhart  Boerner  Van  Deuren  s.c.
1000  North  Water  Street
Suite  2100
Milwaukee,  WI  53202