EXHIBIT 3.1

                                SECOND AMENDMENT
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                       OF THE AMENDED AND RESTATED BYLAWS
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                            OF ISOLYSER COMPANY, INC.
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     In accordance with Article 11 of the Corporation's  Bylaws, the Corporation
hereby amends its Amended and Restated  Bylaws,  as  previously  amended by that
certain First Amendment of the Amended and Restated Bylaws of Isolyser  Company,
Inc. adopted on June 19, 1996 (as so amended, the "Bylaws"), as follows:

     1.   By deleting  from  Section 2.4 of the Bylaws,  the words  "twenty five
          percent (25%)" and inserting in lieu thereof "a majority".

     2.   Section  2.13 of the Bylaws is hereby  amended by  deleting  the words
          "thirty  (30)" and  "fifty  (50)"  therein  and  substituting  in lieu
          thereof the words "sixty (60)" and "ninety (90)", respectively, and by
          adding at the end of such Section the following:

          Notwithstanding  the  foregoing,  any proposal  governed by Rule 14a-8
          promulgated  under  the  Securities  Exchange  Act  of  1934,  or  any
          successor provision thereto, shall be governed by such Rule in lieu of
          this Section.

     I hereby  certify that the foregoing  Second  Amendment was duly adopted by
the Corporation's Board of Directors on December 19, 1996.



                                       /s/ TRAVIS W. HONEYCUTT
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                                       Travis W. Honeycutt, Secretary