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                                                                   Exhibit 3.2.1


                              AMENDMENT TO BY-LAWS
                     OF HEALTH SYSTEMS INTERNATIONAL, INC.

        On May 20, 1996 the Board of Director of Health Systems International,
Inc. (the "Corporation") voted to amend the Third Amended and Restated By-laws
(the "By-laws") of the Corporation as follows:

        Paragraphs (a) and (b) of Section 3 of Article IV of the By-laws
were amended so that such paragraphs (a) and (b) read in their entirety as
follows:

                (a)     To recommend to the Board of Directors the compensation
        including direct regular compensation, stock options or other
        appropriate incentive plans, and perquisites, if any, of (i) the
        Chairman and Chief Executive Officer of the Corporation and (ii) the
        most highly compensated executive officer of the Corporation other than
        the Chairman and Chief Executive Officer of the Corporation, which
        recommendation shall be subject to ratification, modification or
        rejection by the Board of Directors.

                (b)     To approve the compensation, including direct regular
        compensation, stock options or other appropriate incentive plans, and
        perquisites, if any, of the Chairmen, Chief Executive Officers,
        Presidents, Chief Operating Officers and Senior Vice Presidents of the
        Corporation, Health Net, QualMed, Inc. and any direct or indirect
        subsidiaries of the Corporation other than Health Net or QualMed, Inc.,
        other than those officers identified in (a) above.

        Section 5 and Section 6 of Article V of the By-laws were amended so
that such Section 5 and Section 6 read in their entirety as follows, and a new
Section 11 was added to Article V of the By-laws, which Section 11 reads in its
entirety as follows:

                SECTION 5.  Chairman of the Board.  The Chairman of the Board
        shall be the Chief Executive Officer of the Corporation.  The duties of
        the Chairman of the Board shall be to preside at meetings of the Board
        of Directors and, if present, to preside at the meetings of the
        Stockholders.  The Chairman of the Board shall preside as chairman of
        the meetings of the Board of Directors or of any committee on which he
        serves, and shall preside as chairman of the Stockholder meetings.
        Except where by law the signature of the President is required, the
        Chairman of the Board shall possess the same power as the President to
        sign all contracts,

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        certificates and other instruments of the Corporation that may be
        authorized by the Board of Directors.  During the absence or disability
        of the President, the Chairman of the Board shall exercise all the
        powers and discharge all the duties of the President.  The Chairman of
        the Board shall also perform such other duties and may exercise such
        other powers as from time to time may be assigned to him by the By-laws
        or by the Board of Directors, subject to the terms of applicable
        employment agreements.

                SECTION 6.  President.  The President shall, subject to the
        control of the Board of Directors and the Chairman of the Board, have
        general supervision of the business of the Corporation and shall see
        that all orders and resolutions of the Board of Directors are carried
        into effect.  In the absence of the Chairman of the Board and the Vice
        Chairman of the board (if a Vice Chairman of the Board exists), the
        President shall preside at all meetings of the Board of Directors and,
        if present, preside at all meetings of the Stockholders.  The President
        shall perform such other duties as the Chairman of the Board or the
        Board of Directors may from time to time determine, subject to the terms
        of applicable employment agreements.

                SECTION 11.  Vice Chairman of the Board of Directors.  The Vice
        Chairman of the Board, if there be one, shall, in the absence of the
        Chairman of the Board, preside at all meetings of the Stockholders.  The
        Vice Chairman of the Board position shall not be considered an office of
        the Corporation (although the Vice Chairman of the Board may or may not
        hold other offices of the Corporation).  The Vice Chairman of the Board
        shall also perform such other duties and may exercise such other powers
        as from time to time may be assigned to him by the By-laws or by the
        Board of Directors.


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