Exhibit 3.4


                           CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                             MATRIA HEALTHCARE, INC.

         It is hereby certified that:

     1. The name of the Corporation  (hereinafter  called the  "Corporation") is
Matria Healthcare, Inc.

     2. The Restated  Certificate of  Incorporation of the Corporation is hereby
amended by striking out Article IV thereof and by  substituting  in lieu of said
Article the following new Article:

                                  "ARTICLE IV.

                  The Corporation  shall have the authority to issue  75,000,000
         shares of stock,  consisting of 25,000,000  shares of Common Stock, par
         value $.01 per share,  and 50,000,000  shares of Preferred  Stock,  par
         value $.01 per share.  Effective at the time of filing this Certificate
         of  Amendment  of  Restated   Certificate  of  Incorporation  with  the
         Secretary  of State of the State of  Delaware,  each four (4) shares of
         the   Corporation's   Common  Stock  issued  and   outstanding   shall,
         automatically  and  without  any  action on the part of the  respective
         holders  thereof,  be  converted  into one share of Common Stock of the
         Corporation  (the  "Reverse  Split").  No  fractional  shares  shall be
         issued,  and, in lieu thereof,  the  Corporation  shall pay in cash the
         fair value of fractions  of a share as of the time when those  entitled
         to receive such fractions are determined in accordance with Section 155
         of the Delaware  General  Corporation Law. From and after the filing of
         this Certificate of Amendment, the amount of capital represented by the
         shares of Common Stock which remain  issued and  outstanding  after the
         Reverse Split shall be the same as the amount of capital represented by
         the shares of Common Stock issued and outstanding  immediately prior to
         the Reverse Split,  until thereafter reduced or increased in accordance
         with applicable law."

         3. Pursuant to Section 242 of the General  Corporation Law of the State
of Delaware, the proposed amendment of the Restated Certificate of Incorporation
as set forth in paragraph 2 hereinabove was adopted by the Board of Directors of
the  Corporation  on September 20, 2000 declaring said amendment to be advisable
and calling a meeting of the stockholders for consideration thereof. Thereafter,
a special meeting of the  stockholders  of said  Corporation was duly called and
held, upon notice in accordance with Section 222 of the General  Corporation Law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

     4. The effective time of the amendment  herein  certified shall be at 12:01
a.m. eastern standard time on Wednesday, December 6, 2000.

<PAGE>
         IN WITNESS  WHEREOF,  this  Amendment  to the Restated  Certificate  of
Incorporation  has been signed by its duly  authorized  officer  this 5th day of
December, 2000.

                                      MATRIA HEALTHCARE, INC.


                                      By:_________________________________
                                         Roberta L. McCaw, Vice President-Legal,
                                         General Counsel and Secretary