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                                                                     EXHIBIT 3.2

                                   HPSC, INC.

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

HPSC, Inc., a Delaware corporation organized on January 20, 1975 under the

 name "Healthco Professional Leasing, Inc.", does hereby certify as follows:

 1. The Certificate of Incorporation of HPSC, Inc., as most recently amended and

restated on April 25, 1983, has been further amended to add thereto the

following Article 9:

         "No director shall be personally liable to the corporation or its
         stockholders for monetary damages for any breach of fiduciary duty by
         such director as a director, except to the extent required by law (i)
         for any breach of the director's duty of loyalty to the corporation or
         its stockholders, (ii) for acts or omissions not in good faith, or
         which involve intentional misconduct or a knowing violation of law,
         (iii) pursuant to Section 174 of the Delaware General Corporation Law,
         or (iv) for any transaction from which the director derived an improper
         personal benefit. Any repeal or modification of this Article 9 shall
         not increase the personal liability or alleged liability of any
         director for any act or omission occurring prior to such repeal or
         modification, or otherwise adversely affect any right or protection of
         a director existing at the time of such repeal or modification. The
         provisions of this Article 9 shall not affect rights of indemnification
         under the corporation's by-laws or otherwise."

         2. Such amendment has been duly adopted in accordance with Section 242

of the General Corporation Law of the State of Delaware.
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         IN WITNESS WHEREOF, said HPSC, Inc. has caused this Certificate to be
signed and its corporate seal to be affixed hereto this 7th day of September,
1987.

                                                         HPSC, Inc.

                                                 By /s/ Marvin Myer Cyker
                                                    ---------------------
                                                    Marvin Myer Cyker
                                                    Chairman of the Board
CORPORATE SEAL

Attest:/s/ Irving J. Helman
- ---------------------------
Irving J. Helman
Secretary

Commonwealth of Massachusetts)

County of Suffolk,           )  SS

         Be it remembered that on September 7, 1987, before me, a Notary Public
duly authorized by law to take acknowledgment of deeds, personally came Marvin
Myer Cyker, Chairman of the Board of HPSC, Inc., who duly signed the foregoing
instrument before me and acknowledged that such instrument is his act and deed
and the act and deed of said corporation, and that the facts stated therein are
true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office on
the day and year aforesaid.

                                                 /s/ J. Barry Hawthorne
                                                 ----------------------
                                                 Notary Public

                                                 My commission expires:  5/28/93

NOTARIAL SEAL

0211029.01