Exhibit 3.156

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                AMERICAN EMERGENCY PHYSICIANS MEDICAL GROUP, INC.

      J. PAUL HOLLAND, M.D. and JAMES L. JONES, M.D. hereby certify that:

      1.    They are the President and the Secretary, respectively, of AMERICAN
EMERGENCY PHYSICIANS MEDICAL GROUP, INC., a California corporation formed on
December 20, 1988, California corporation number 1452227.

      2.    The Articles of Incorporation of this corporation are hereby amended
and restated to read as follows:

                                       "I.

      The name of this corporation is: AMERICAN EMERGENCY PHYSICIANS MANAGEMENT,
INC.

                                       II.

      The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III.

      This corporation is authorized to issue only one class of shares of stock;
and the total number of shares which this corporation is authorized to issue is
One Hundred Thousand (100,000).

                                       IV.

      The liability of the directors of this corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

      Any repeal or modification of the provisions of this Article IV shall not
adversely affect any rights or protections to which the corporation's directors
were entitled prior to such repeal or modification.

                                       V.



      This corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to this corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.

      Any repeal or modification of this Article V shall not adversely affect
any rights or protections to which the corporation's agents were entitled prior
to such repeal or modification."

      3.    The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors of the
corporation.

      4.    The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the required vote of the shareholders,
in accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of the corporation is Ten Thousand Five Hundred
Twenty (10,520). The number of shares voting in favor of the amendment equalled
or exceeded the vote required, which percentage vote required was more than
fifty percent (50%).

      Each of the undersigned declares under penalty of perjury under the laws
of the State of California that the matters set forth in the foregoing
certificate are true and correct of his own knowledge.

DATED:  October 31, 1999

                                              /s/ J. Paul Holland,
                                              --------------------------------
                                              J. PAUL HOLLAND, M.D.,
                                              President

                                              /s/ James L. Jones, M.D.
                                              --------------------------------
                                              JAMES L. JONES, M.D.,
                                              Secretary

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