Exhibit 3.3

                            CERTIFICATE OF AMENDMENT

                          TO THE AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          FPM BEHAVIORAL HEALTH, INC.

                       After Receipt of Payment for Stock
                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware
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          FPM Behavioral Health, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY as follows:

          FIRST:  The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting ARTICLE FIRST of the Amended and
Restated Certificate of Incorporation in its present form and substituting
therefor a new ARTICLE FIRST in the following form:

                 "FIRST: The name of the corporation is Ramsay Managed Care,
          Inc. (the "Corporation")."

          SECOND:  The Amended and Restated Certificate of Incorporation of the
Corporation is hereby further amended by deleting the first sentence of the
first paragraph of ARTICLE FOURTH of the Amended and Restated Certificate of
Incorporation in its present form and substituting therefor

 
a new first sentence of the first paragraph of ARTICLE FOURTH in the following
form: 
 
            "FOURTH: The total number of shares of capital stock which the
          Corporation shall have authority to issue is 1,000,000 shares of
          Preferred Stock, $0.01 par value per share (the "Preferred Stock"),
          and 20,000,000 shares of Common Stock, $0.01 par value per share (the
          "Common Stock")."

          THIRD:  The amendments to the Amended and Restated Certificate of
Incorporation of the Corporation set forth in this Certificate of Amendment have
been duly adopted in accordance with the applicable provisions of Section 242 of
the General Corporation Law of the State of Delaware, (a) the Board of Directors
of the Corporation having duly adopted resolutions setting forth such amendments
and declaring their advisability and submitting them to the stockholders of the
Corporation for their approval in conformity with the By-laws of the
Corporation, and (b) in lieu of a meeting and vote of stockholders, the holders
of the capital stock having not less than the minimum number of votes that would
have been necessary to adopt such amendments at a meeting at which all
stockholders having a right to vote thereon were present and voted having duly
consented in writing to the adoption of such amendments in accordance with
Section 228 of the General Corporation Law of the State of Delaware and written
notice thereof having

 
been given to the holder who did not consent in accordance with Section 228(d)
of the General Corporation Law of the State of Delaware.

                    *         *          *

 
          IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be hereunto affixed and this Certificate of Amendment to its Amended and
Restated Certificate of Incorporation to be signed by Gregory H. Browne, its
President, and attested by Allison Greenhut, its Assistant Secretary, as of this
____ day of September, 1994.

                                        FPM Behavioral Health, Inc.



                                        By_______________________________
                                               Gregory H. Browne
                                            Chief Executive Officer
                                                and President

Attest:



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     Allison Greenhut
    Assistant Secretary