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                                                                   EXHIBIT (3ii)

                             AMENDMENTS TO BYLAWS

                                      OF

                        HEALTHFIRST MEDICAL GROUP, P.C.

                               FEBRUARY 27, 1997

In Article III, Section 1 is amended to read as follows:

         "The business and affairs of the Corporation shall be managed by a
         Board consisting of seven (7) Directors."

In Article III, Section 2.1 is amended to read as follows:

         "Each Director shall be Shareholder of the Corporation, and shall
         continuously remain a Shareholder of the Corporation. A person may be a
         Director of the Corporation even if that person is not licensed to
         practice medicine in the State of Oregon, provided that a majority of
         the Directors are so licensed."

In Article III, Section 3 is amended to read as follows:

         "The Directors shall serve three (3) year terms. There shall be three
         (3) groups of Directors, Group A, Group B, and Group C. Group A shall
         be composed of two (2) Directors, Group B shall be composed of two (2)
         Directors, and Group C shall be composed of three (3) Directors. In
         connection with the special meeting of Shareholders held in March or
         April of 1997, the then-current Board of Directors shall designate the
         Group to which each newly-elected Director will be assigned. The terms
         of the Group A Directors shall expire on December 31, 1997. The terms
         of the Group B Directors shall expire on December 31, 1998. The terms
         of the Group C Directors shall expire on December 31, 1999. At each
         annual Shareholder's meeting, Directors shall be chosen for terms of
         three (3) years, to succeed those whose terms expire. There shall be no
         limitation upon the number of successive terms which a Director may
         serve.

         The term of each Director shall begin on January 1 after his or her
         election by Shareholders as provided in Article II, Section 7 above, or
         such other date as is specified by the Board of Directors, and shall
         continue until his or her successor has been elected and qualified."


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Article III, Section 13, Section 13.1 (Executive Committee) is deleted in its
entirety.

In Article III, Section 13.2, the words "Section 13.2 - Standing Committees" are
deleted. In Article III, the numbering of Section 13.2.1 is changed to Section
13.1.

In Article III, the numbering of Section 13.2.2 is changed to Section 13.2.

In Article IV, Section 1, the first sentence is amended to read as follows:

         "Officers of the Corporation shall be a President, a Vice President, a
         Secretary, and a Treasurer.

In Article IV, Section 2, the sentence which reads:

         "Until January 1, 1998, two officers shall each shall be former
         physician shareholders in Metropolitan Clinic, P.C. and two officers
         each shall be former physician shareholders in Suburban Medical Clinic,
         Inc."

      is deleted.

In Article V, Section 2 is amended to read as follows:

         "Section 2. - Vice President.

         The Vice President shall, in the case of absence, disability or death
         of the President, perform and be vested with all the duties and powers
         of the President, until the President has resumed such duties or the
         President's successor is appointed; and shall perform such other duties
         as the Board of Directors prescribes."

Section 2 (Secretary) is renumbered "Section 3", and Section 3 (Treasurer) is
renumbered "Section 4".

In Article VI, Section 7.1.3 is amended to read as follow:

         "Upon the loss or revocation of a Shareholder's license with the State
         of Oregon to render professional medical service, a Shareholder shall
         be deemed to have offered the Shares for sale to the Corporation at a
         price hereafter determined, and the Corporation shall have the right
         but not the obligation to purchase all of the offered Shares within
         sixty (60) days after the offer."


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In Article VI, Section 7.1.4 is amended to read as follows:

         "If a Shareholder's employment with Corporation is terminated for any
         reason, or if the Corporation redeems the Shareholder's Shares in the
         Corporation, the Shareholder shall be deemed to be have offered the
         Shares for sale to the Corporation at a price hereafter determined, and
         the Corporation shall have the right but not the obligation to purchase
         all of the offered Shares within sixty (60) days after the offer."

In Article VI, Section 7.1.5 is amended to read as follows:

         "Thirty (30) days after the death of any Shareholder the Personal
         Representative of the deceased Shareholder's estate or the successor in
         interest of such Shares shall be deemed to have offered all of the
         decedent's Shares for sale to the Corporation at the price determined
         hereafter. The Corporation shall have the right but not the obligation
         to purchase the Shares within sixty (60) days after the offer."

In Article VI, Section 7.1.6, the last sentence is amended to read as follows:

         "Within sixty (60) days of receipt of notice of such Event of
         Bankruptcy, the Corporation shall have the right but not the obligation
         to purchase the Bankrupt Shareholder's Shares."

         In all other respects the Bylaws are hereby ratified and confirmed.

         DATED this 27th day of February, 1997.

                                          HEALTHFIRST MEDICAL GROUP, P.C.



                                          By:  /s/ VERN R. WILLIAMS
                                              ----------------------------------
                                               Vern R. Williams, M.D., Secretary


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