EX-3.1b        Copy of Certificate of Amendment to Restated
               Certificate of Incorporation filed on June 10,
               1997.


               CERTIFICATE OF AMENDMENT
        OF THE CERTIFICATE OF INCORPORATION OF
         THE WELLCARE MANAGEMENT GROUP, INC.


(Under Section 805 of the Business Corporation Law)

   The WellCare Management Group, Inc., a corporation (the
"Corporation") organized and existing under the Business
Corporation Law, hereby certifies as follows:

               1.   The name of the Corporation is The
WellCare Management Group, Inc.  The Corporation was formed under
the name Ullmann and Castellon, Inc.

               2.   The Certificate of Incorporation of the
Corporation was filed with the Department of State of the State of
New York on August 25, 1983.

               3.   The purpose of this Certificate of
Amendment is to (i) delete subparagraphs (b) and (c) of Article
VII of the Corporation's Certificate of Incorporation relating to
the classification of the terms of office of the Board of
Directors into three classes, Class I, Class II and Class III,
(ii) add a new subparagraph (b) of Article VII of the
Corporation's Certificate of Incorporation relating to the
election of directors until the next Annual Meeting of
Shareholders and (iii) delete the reference to "any class of
directors" set forth in subparagraph (d) of Article VII of the
Corporation's Certificate of Incorporation and to reletter such
subparagraph as subparagraph (c).

               4.   Article VII of the Corporation's
Certificate of Incorporation is hereby amended and restated in its
entirety to read as follows:

                     ARTICLE VII
                           
                  BOARD OF DIRECTORS
                           
                    (a)  The number of directors of the
Corporation constituting the entire Board of Directors shall be
not less than three or more than fifteen.  The board of Directors
shall determine from time to time the number of directors who
shall constitute the entire Board of Directors.  Any such
determination made by the Board of Directors shall continue in
effect unless and until changed by the Board of Directors, but no
such changes shall affect the term of any directors then in
office.  Directors need not be shareholders of the Corporation.

                    (b)  At each Annual Meeting of
Shareholders, directors of the Corporation shall be elected to
hold office until the next Annual Meeting of Shareholders and
until their successors shall have been duly elected and qualified.

                    (c)  The directors of the Corporation may
not be removed prior to the expiration date of their terms of
office except for cause and by action of the Board of Directors or
by vote of the shareholders at the Annual Meeting of Shareholders
or at any Special Meeting of Shareholders called by the Board of
Directors or by the Chairman of the Board or by the President for
this purpose."

               5.   The amendments to the Certificate of
Incorporation of the corporation herein provided was authorized by
the Board of Directors followed by the authorization by the
affirmative vote of a majority of the total votes of the
outstanding shares of Common Stock and Class A Common Stock voting
as one class.  Pursuant to Article IV, Section 2(b) of the
Certificate of Incorporation, with respect to voting on the
forgoing amendment, each holder of record of Common Stock entitled
to vote thereon was entitled to one vote per share and each holder
of record of Class A Common Stock entitled to vote thereon was
entitled to ten votes per share.

               IN WITNESS WHEREOF, the undersigned have
subscribed this document on the date set forth below and do hereby
affirm, under penalties of perjury, that the statements contained
therein have been examined by them and are true and correct.

Dated:   June 10, 1997

                    

/s/ Joseph R. Papa
Joseph R. Papa
President and Chief Operating Officer




/s/ Howard B. Lorch
Howard B. Lorch
Secretary