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Exhibit 3.3



     The Board of Directors of PAREXEL International Corporation (the
"Corporation") voted on September 7, 2000 to amend Article 1, Section 1 of the
Corporation's Amended and Restated By-laws by deleting such section in its
entirety and inserting the following in lieu thereof:

     1.   ANNUAL MEETING. The annual meeting of stockholders shall be held on
     the second Thursday in November in each year (or if that be a legal holiday
     in the place where the meeting is to be held, on the next succeeding full
     business day) at 2:00 p.m., unless a different date or hour for such
     meeting is fixed by the Directors or the President and stated in the notice
     of the meeting.  The purposes for which the annual meeting is to be held,
     in addition to those prescribed by law, by the Articles of Organization or
     by these By-laws, may be specified by the Directors or the President.