AMENDED AND RESTATED
                              CONVERTIBLE DEBENTURE

          THIS  CONVERTIBLE  DEBENTURE  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW.
THIS  CONVERTIBLE  DEBENTURE  MAY  BE  OFFERED,  TRANSFERRED,  SOLD OR OTHERWISE
DISPOSED  OF ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
IF  AN  EXEMPTION  FROM REGISTRATION IS AVAILABLE, AND ONLY IN STRICT COMPLIANCE
WITH  APPLICABLE  STATE  SECURITIES  LAWS  AND  REGULATIONS.

$250,000                                                        March  30,  2001

          FOR  VALUE  RECEIVED,  THE  FEMALE  HEALTH  COMPANY,  a  Wisconsin
corporation,  promises  to  pay  to the order of RICHARD E. WENNINGER, at 855 W.
Dean  Road,  River  Hills,  WI  53211,  the  principal  sum of Two Hundred Fifty
Thousand  Dollars  ($250,000)  on  March  30,  2004.

          The  unpaid  principal  balance  hereof  shall  bear interest, payable
quarterly  on  June  30, September 30 and December 31, commencing June 30, 2001,
and  at  maturity,  computed  at  a  rate equal to 12% per annum.  If the holder
elects,  such interest shall be payable in shares of The Female Health Company's
Common  Stock, valued at a price per share equal to 70% of the "market price" of
the  Common  Stock as of the day immediately prior to the interest payment date,
but  in  no  event  shall  such  "market price" be less than $0.50.  To elect to
receive  a  quarterly  interest payment in shares of The Female Health Company's
Common Stock, the holder hereof must provide written notice to The Female Health
Company  within ten days prior to the relevant interest payment date.  Principal
of  and  interest on this Convertible Debenture shall be payable in lawful money
of  the  United  States.

          All  interest  payable on this Convertible Debenture shall be computed
for  the actual number of days elapsed using a daily rate determined by dividing
the  annual  rate  by  365.  Whenever  any payment to be made hereunder shall be
stated  to  be due on a Saturday, Sunday or public holiday under the laws of the
State  of  Wisconsin,  such  payment may be made on the next succeeding business
day, and such extension of time shall be included in the computation of interest
on  this  Convertible  Debenture.

          This  Convertible  Debenture  is convertible into shares of The Female
Health Company's Common Stock at the election of the holder hereof.  To exercise
that  conversion  right,  the  holder  hereof must provide written notice to The
Female  Health

Company  indicating the amount of the Convertible Debenture to be converted into
Common  Stock, which must be done in increments of at least $50,000 of principal
unless  The  Female  Health  Company  agrees  otherwise.  The
Convertible  Debenture  is  convertible  into  Common Stock based on a per share
price  of  $0.50  per  share.

          This  Convertible Debenture may be repaid, in whole or in part, at any
time  without  penalty;  provided, however, that before any payment, including a
payment  at  maturity,  The  Female  Health  Company  must first give the holder
written  notice  of  its  intention  to  repay the Convertible Debenture and the
holder  shall have a period of ten days to decide whether to accept such payment
or  convert the principal and interest in accordance with the terms hereof, into
Common  Stock.

          If  (a)  any  payment of principal or interest is not made within five
business  days  after  The Female Health Company is given written notice of such
failure  to  make a required payment; or (b) the undersigned becomes the subject
of  bankruptcy  or insolvency proceedings which are not dismissed within 30 days
of filing, the unpaid balance of this Convertible Debenture shall, at the option
of  the  holder  and  without  notice,  mature  and  become immediately payable.

          This  Convertible  Debenture  amends  and  restates  the  Convertible
Debenture  from  The Female Health Company to the holder in the principal amount
of  $250,000  originally  due  on  March  30,  2002.

                              THE  FEMALE  HEALTH  COMPANY


                              By: /s/ O.B. Parrish
                                 -----------------------------------------------
                                 O.B.  Parrish,  Chairman  of  the  Board
                                 and  Chief  Executive  Officer

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