Exhibit 5(b)

 
                             CONCENTRA CORPORATION

                          Resolution Adopoted at the
                     Meeting of the Compensation Committee
                           of the Board of Directors

                                 May 14, 1996

 

RESOLVED: That all stock option agreements governing incentive stock options or
          non-qualified stock options held by executive officers of this
          Corporation be amended to provide that, if within twelve months
          following a change in control of this Corporation, the optionee's
          employment by this Corporation is terminated by this Corporation 
          other than for cause, or if such optionee resigns voluntarily for good
          reason, then any and all options to purchase shares of the Common
          Stock of this Corporation held by such optionee shall become fully
          vested and exercisable, so long as such acceleration will not prohibit
          this Corporation from accounting for a business combination as a
          pooling of interest if the Board of Directors of this Corporation
          determines that such accounting treatment is desired.