Exhibit 3.1.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                    LIPC, 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, do hereby
certify:

            1. The name of the corporation is LIPC, Inc.

            2. The purpose of the  corporation is 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. The corporation is not formed to engage in any act
or activity  requiring the approval of any state  official,  department,  board,
agency or other body without such consent or approval first being obtained.  The
corporation may purchase, acquire, hold and dispose of the stocks, shares, bonds
and other evidences of indebtedness of any corporation, domestic or foreign, and
issue in exchange therefor its shares, bonds or other obligations.

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

            4. The aggregate number of shares which this corporation  shall have
authority to issue is One Thousand (1000) shares of one class only, which shares
are without par value.

            5.  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 him
as agent of this  corporation is: LIPC, Inc., 1800 Northern Blvd.,  Roslyn,  New
York 11576.

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      IN WITNESS WHEREOF, the undersigned has executed.  signed and acknowledged
this Certificate of Incorporation this 6th day of October, 1994.


                                                   WHITEMAN OSTERMAN & HANNA


                                                   By:  /s/  James Lytle
                                                        ------------------------
                                                        James W. Lytle, Esq.
                                                        One Commerce Plaza
                                                        Albany, New York 12260
                                                        (518) 87-7600

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                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   LIPC, INC.

                Under Section 805 of the Business Corporation Law

      The undersigned, being the Sole Incorporator of LIPC, Inc., a New York
corporation (the "Corporation"), for the purpose of amending the Corporation's
Certificate of Incorporation pursuant to Section 805 of the Business Corporation
Law of the State of New York, does hereby certify:

            1. The name of the Corporation is LIPC, Inc.

            2. The Certificate of Incorporation of the Corporation was filed by
the Secretary of State of the State of New York on October 11, 1994 state of the
State of New York on October 11, 1994.

            3. The Certificate of Incorporation of the Corporation is hereby
amended to change the corporate name of the Corporation from "LIPC, Inc." to
"Long Island Physician Holdings Corporation." The foregoing amendment to the
Corporation's Certificate of Incorporation shall be effected by deleting
paragraph 1 of the Certificate of Incorporation of-the Corporation in its
entirety and substituting the following in lieu thereof:


            "1.  The name of the corporation is Long Island Physician Holdings
                 Corporation."

            4. The Certificate of Incorporation of the Corporation is hereby
amended to provide for an increase in the aggregate number of shares of common
stock the Corporation is authorized to issue from One Thousand (1,000) shares of
common stock without par value, none of which are issued and outstanding as of
the date hereof, to Twelve Million Five Hundred Thousand (12,500,000) shares of
common stock, par value $.001 per share. The foregoing amendment to the
Corporation's authorized capital shall be effected by (i) changing 500 shares of
the Corporation's 1000 authorized and unissued shares of common stock, without
par value, to 2,500,000 shares of Class A Common Stock, par value $ 001 per
share, in a 5000-for-1stock split and (ii) changing 500 shares of the
Corporation's 1000 authorized and unissued shares of common stock, without par
value, to 10,000,000 shares of Class B Common Stock, par value $.0G1 per share,
in a 20,000-for-l stock -split. The Corporation's Certificate of Incorporation
is hereby amended to reflect the foregoing stock splits by deleting paragraph 4
of the Certificate of Incorporation of the Corporation in its entirety and
substituting the following in lieu thereof:

            "4. The aggregate number of .shares which this Corporation shall
have authority to issue is Twelve Million Five `Hundred Thousand (12,500,000)
shares consisting of:

                        (i) 2,500,000 shares of Class A Common Stock, par value
                        $ .001 per share (the "Class A Common Stock"), all of
                        which shares shall have full voting rights; and

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                        (ii) 10,000,000 shares of Class B Common Stock, par
                        value $.001 per share (the "Class B Common Stock"), none
                        of which shares shall have any voting rights.

                        In all other respects except voting, the shares of Class
            A Common Stock and Class B Common Stock shall be identical."

            5. The foregoing amendment to the Certificate of Incorporation of
the Corporation was authorized by written consent of the Sole Incorporator of
the Corporation. The Corporation does not have any shareholders of record or any
subscribers for whose subscriptions have been accepted and no directors.

      IN WITNESS WHEREOF, the undersigned has executed signed and acknowledged
this certificate of amendment this 16th day of December, 1994 .


                                                 /s/ James Lytle
                                                 -------------------------------
                                                 JAMES W. LYTLE, ESQ.
                                                 Whiteman Osterman & Hanna
                                                 One Commerce Plaza
                                                 Albany, New York 12260

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   LONG ISLAND PHYSICIAN HOLDINGS CORPORATION

                Under Section 805 of the Business Corporation Law

      The undersigned, being the President and Secretary, respectively, of Long
Island Physician Holdings Corporation, a New York corporation (the
"Corporation"), for the purpose of amending the Corporation's Certificate of
Incorporation pursuant to Section 805 of the Business Corporation Law of the
State of New York does hereby certify:

            1. The name of the Corporation is Long Island Physician Holdings
Corporation. The name under which the Corporation was originally formed was
LIPC, Inc.

            2. The Certificate of Incorporation of the Corporation was filed by
the Secretary of State of the State of the State of New York on October 11,
1994.

            3. The Certificate of Incorporation of the Corporation is hereby
amended to provide for a decrease in the aggregate number of shares of common
stock the Corporation is authorized to issue from Twelve Million Five Hundred
Thousand (12,500,000) shares of common stock, par value $.001 per share, none of
which are issued and outstanding as of the date hereof, to Thirty Five Thousand
(35,000) shares of common stock, par value $.001 per share. The foregoing
amendment to the Corporation's authorized capital shall be effected by (i)
changing 2,500,000 of the Corporation's authorized and unissued shares of Class
A Common Stock, par value $.001 per share, to 10,000 shares of Class A Common
Stock, par value $.001, in a 1-for-250 reverse stock split and (ii) changing
10,000,000 shares of the Corporation's authorized and unissued shares of Class B
Common Stock, par value $.001 per share, to 25,000 shares of Class B Common
Stock, par value $.001 per share, in a 1-for-400 reverse stock split. The
Corporation's Certificate of Incorporation is hereby amended to reflect the
foregoing reverse stock splits by deleting paragraph 4 of the Certificate of
Incorporation of the Corporation in its entirety and substituting the following
in lieu thereof:

            "4. The aggregate number of shares which this Corporation shall have
authority to issue is Thirty-Five Thousand (35,000) shares consisting of:

            (i) 10,000 shares of Class A Common Stock, par value $.001 per share
            (the `Class A Common Stock"), all of which shares shall have full
            voting rights; and

            (ii) 25,000 shares of Class B Common Stock, par value $.001 per
            share (the "Class B Common Stock"), none of which shares shall have
            any voting rights.

            In all other respects except voting, the shares of Class A Common
Stock and Class B Common Stock shall be identical."

            4. The foregoing amendment to the Certificate of Incorporation of
the Corporation was authorized by an affirmative vote of the Board of Directors
of the Corporation. The Corporation does not have any shareholders of record or
any subscribers for shares whose subscriptions have been accepted.

<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed, signed and acknowledged
this certificate of amendment this 31st day of July, 1995, and affirm that the
contents are true under penalties of perjury.

                                               LONG ISLAND PHYSICIAN
                                               HOLDINGS CORPORATION


                                               By:  /s/  David Weissberg
                                                   ----------------------------
                                                         David Weissberg, M.D.
                                                         President


                                               By: /s/   Bala Hari Pillai
                                                   ----------------------------
                                                         Bala Hari Pillai, M.D.
                                                         Secretary

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   LONG ISLAND PHYSICIAN HOLDINGS CORPORATION

                Under Section 805 of the Business Corporation Law

      The undersigned, being the President and Secretary, respectively of Long
Island Physician Holdings Corporation, a New York corporation (the
"Corporation"), for the purpose of amending the Company's Certificate of
Incorporation pursuant to Section 805 of the Business Corporation Law of the
State of New York, does hereby certify:

            1. The name of the Corporation is Long Island Physician Holdings
Corporation. The corporation was originally incorporated as LIPC, Inc.

            2. The Certificate of Incorporation of the Corporation was filed by
the Secretary of State of the State of New York on October 11, 1994. The
Certificate of Incorporation was amended pursuant to a Certificate of Amendment
filed on December 19, 1994 and a Certificate of Amendment filed on August 8,
1995.

            3. The Certificate of Incorporation of the Corporation, as amended,
is hereby amended to provide for an increase in the aggregate number of shares
of common stock the Company is authorized to issue and to authorize a new class
of common stock. The Corporation is authorized to issue Ten Thousand (10,000)
shares of Class A Common Stock, par value $.001 per share, all of which shares
of Class A Common Stock have full voting rights and Twenty Five (25,000) shares
of Class B Common Stock, par value $.001 per share, non of which shares of Class
B Common Stock have any voting rights. This amendment to the Corporation's
authorized capital shall be effected by amending the Corporation's authorized
capital stock so that as amended, such authorized capital stock shall consist of
Fifteen Million (15,000,000) shares of Common Stock, par value $.001 per share,
Two Million Five Hundred Thousand (2,500,000) of which shares are designated
Class A Common Stock with full voting rights, Ten Million (10,000,000) of which
shares are designated Class B Common Stock with no voting rights, and Two
Million Five Hundred Thousand (2,500,000) of which shares are designated Class C
Common Stock, par value $.001 per share, with voting rights except that holders
of the Class C Common Stock may not vote in the election of the Corporation's
Board of Directors.

            The Corporation's Certificate of Incorporation is hereby amended to
reflect the foregoing by deleting paragraph 4 of the Certificate of
Incorporation of the Corporation in it entirety and substituting the following
in lieu thereof:

      "4. The aggregate number of shares which the Corporation shall have
authority to issue is Fifteen Million (15,000,000) shares consisting of:

            (i)   2,500,000 shares of Class A Common Stock, par value $.001 per
                  share (the "Class A Common Stock"), all of

<PAGE>

                  which shares shall have full voting rights; and (

            ii)   10,000,000 shares of Class B Common Stock, par value $.001 per
                  share (the "Class B Common Stock") none of which shares shall
                  have any voting rights; and


            (iii) 2,500,000 shares of Class C Common Stock, par value $.001 per
                  share (the "Class C Common Stock"), all of which shares shall
                  have voting rights except the right to vote for the election
                  of the Corporation's Board of Directors.

            In all other respects except voting, the shares of Class A Common
Stock, Class B. Common Stock and Class C Common Stock shall be identical."

            4. The foregoing amendment to the Certificate of Incorporation of
the Corporation was authorized by the Board of Directors of the Corporation
followed by the affirmative vote of the holders of a majority of the issued and
outstanding shares of the Class A Common Stock and a majority of the issued and
outstanding shares of the Class B Common Stock, present in person or represented
by proxy at the Annual Meeting of the Company's Shareholders.

            5. The Certificate of Incorporation of the Corporation, as amended,
is hereby amended to eliminate preemptive rights currently available to the
Corporation's shareholders. The Corporation's Certificate of Incorporation is
hereby amended to reflect the foregoing by adding a new paragraph 6 to the
Certificate of Incorporation as follows:

                        "6. No holder of any claims of common stock of the
                        Corporation shall be entitled to any preemptive rights
                        to purchase any capital stock of the Corporation or to
                        acquire any option, warrant, right or other instrument
                        (including debt instruments) entitling the holder
                        thereof to acquire any capital stock of the Corporation
                        upon the exercise, conversion or exchange thereof or
                        otherwise."

            6. The foregoing amendment to the Certificate of Incorporation of
the Corporation was authorized by the Board of Directors of the Corporation
followed by the affirmative vote of the holders of a majority of the issued and
outstanding shares of the Class A Common Stock and a majority of the issued and
outstanding shares of the Class B Common Stick, present in person or represented
by proxy at the Annual Meeting of the Corporation's Shareholders.

            IN WITNESS WHEREOF, I hereunto sign my name and affirm that the
statements made herein are true under the penalties of perjury, this 30st day of
December, 1997.

                                    /s/  David J. Weissberg
                                    -------------------------------
                                    Name:  David J. Weissberg, M.D.
                                    Title: President

<PAGE>

            IN WITNESS WHEREOF, I hereunto sign my name and affirm that the
statements made herein are true under the penalties of perjury, this 31st day of
December, 1997.

                                    /s/  Paul Kolker
                                    -------------------------------
                                    Name:  Paul Kolker, M.D.
                                    Title: Secretary