Exhibit 3.1



                            CERTIFICATE OF AMENDMENT
                     TO THE AMENDED AND RESTATED BY-LAWS OF

                            ZOLL MEDICAL CORPORATION

         The undersigned, being the Secretary of ZOLL Medical Corporation., a
Massachusetts corporation (the "Corporation"), hereby certifies that the Board
of Directors of the Corporation approved the following amendments to the Amended
and Restated By-Laws (the "By-laws") of the Corporation, effective as of the
date indicated below.

1.   That Article IV,  Section 1 of the By-laws shall be amended by deleting the
     first sentence of such section in its entirety and  substituting  therefore
     the following:

                  "Each stockholder shall be entitled to a certificate of the
                  capital stock of the Corporation in such form as may from time
                  to time be prescribed by the Board of Directors; provided,
                  however, that the Board of Directors may provide that some or
                  all of any or all classes or series of shares of the
                  Corporation shall be uncertificated shares, in which case the
                  holders of such shares will not be entitled to certificates
                  with respect to such shares, unless a holder requests a
                  certificate with respect to such shares."

2.   That Article IV,  Section 2 of the By-laws shall be amended by deleting the
     section in its entirety and substituting therefore the following:

                  "Subject to any restrictions on transfer, shares of stock may
                  be transferred on the books of the Corporation, and, further,
                  if such shares are certificated shares, by the surrender to
                  the Corporation or its transfer agent of the certificate
                  therefore properly endorsed or accompanied by a written
                  assignment and power of attorney properly executed, with
                  transfer stamps (if necessary) affixed, and with such proof of
                  the authenticity of signature as the Corporation or its
                  transfer agent may reasonably require."

Date:    January 24, 2007



                                          /s/ Stephen Korn
                                          ----------------
                                       Stephen Korn, Secretary