Exhibit 3.1.2

                          CERTIFICATE OF INCORPORATION

                                       OF

                              MDLI HEALTHCARE, INC.

                Under Section 402 of the Business Corporation Law


      The undersigned, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York, does
hereby certify:

      1. The name of the corporation is MDLI Healthcare, Inc.

      2. The purposes of the corporation shall be as follows:

            (a) To perform studies, feasibility surveys and planning with
respect to the development and formation of a health maintenance organization;
in conjunction therewith, to accumulate, compile and analyze statistics and such
other data as will promote the health, safety and welfare of the general public;

            (b) Upon obtaining a certificate of authority from the Commissioner
of Health of the State of New York, to own, operate and manage a health
maintenance organization, including providing or arranging for the provision of
comprehensive health services, as defined in Article 44 of the Public Health
Law, to an enrolled population, and to have and exercise all powers necessary
and convenient to effect any and all of the foregoing purposes for which the
corporation is formed, together with all of the powers now or hereafter granted
to it by the State of New York; and

            (c) To engage in any lawful act or activity for which corporations
may be organized under the Business Corporation Law of the State of New York.

      3. Notwithstanding any other provision of this certificate of
incorporation to the contrary, nothing contained herein shall authorize the
corporation to establish, operate, construct,

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lease or maintain a hospital or to provide hospital service or health related
service or to operate a drug maintenance program, a certified home health agency
or a hospice, or to provide a comprehensive health services plan as defined and
covered by articles 28, 33, 36 and 40, respectively, of the Public Health Law,
or to solicit, collect or otherwise raise or obtain any funds, contributions or
grants from any source for the establishment or operation of any hospital.

      4. The office of the corporation is to be located in the County of Nassau,
State of New York.

      5. The aggregate number of shares which this corporation shall have
authority to issue is One Thousand (1,000) shares common stock without par
value.

      6. The Secretary of State of the State of New York is hereby designated
the agent of this corporation upon whom process against this corporation may be
served. The post office address to which the Secretary of State shall mail a
copy of any process against this corporation served upon her or him as agent of
this corporation is: MDLI Healthcare, Inc., 1800 Northern Boulevard, Roslyn, New
York 11576.

      IN WITNESS WHEREOF, the undersigned has executed, signed and acknowledged
this Certificate of Incorporation this 14th day of December, 1994.

                                       By: /s/ James W. Lytle
                                           -------------------------------
                                           JAMES W. LYTLE
                                           Sole Incorporator
                                           Whiteman Ostennan & Hanna
                                           One Commerce Plaza
                                           Albany, New York 12260
                                           (518) 487-7600


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                                 ACKNOWLEDGEMENT

STATE OF NEW YORK    )
                     : ss.:
COUNTY OF ALBANY     )

      On this 14th day of December, 1994, before me personally came James W.
Lytle, to me personally known and known to me to be the person described in and
who executed the foregoing Certificate of Incorporation and he duly acknowledged
to me that he executed the same.

                                       /s/ Norman Ricciardi
                                       ------------------------------
                                       NOTARY PUBLIC