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.


<PAGE>

      3. Notwithstanding any other provision of this certificate of
incorporation to the contrary, nothing contained herein shall authorize the
corporation to establish, operate, construct, 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. Lvtle
                                                 ------------------
                                                     JAMES W. LYTLE
                                                     Sole Incorporator
                                                     Whiteman Ostennan & Hanna
                                                     One Commerce Plaza
                                                     Albany, New York 12260
                                                     (518) 487-7600


<PAGE>

                                 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


<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF
                              MDLI HEALTHCARE, INC.

                Under Section 805 of the Business Corporation Law

      We, the undersigned, President and Secretary respectively of MDLI
Healthcare, Inc., do hereby certify as follows:

      1. The name of the corporation is MDLI Healthcare, Inc. The name under
which the Corporation was formed is MDLI Healthcare, Inc.

      2. The Certificate of Incorporation of MDLI Healthcare, Inc. was filed by
the Department of State on June 21, 1995.

      3. (a) The Certificate of Incorporation of MDLI Healthcare, Inc. is hereby
amended to provide for (i) superstatutory voting requirements for shareholder
approval of the sale, lease, exchange or other disposition of all or
substantially all of the assets of the Corporation and the election of
directors, and (ii) an increase in the aggregate number of shares of common
stock the Corporation is authorized to issue from One Thousand (1000) shares of
common stock without par value, to Nine Thousand (9000) shares of common stock,
par value $.001 per share, consisting of Six Thousand (6000) shares of Class A
Common Stock, par value $.001 par share, and Three Thousand (3000) shares of
Class B Common Stock, par value $.001 per share. The foregoing amendment to the
Corporation's authorized capital shall be effected as follows:

      Issued Shares: Fifty (50) issued shares of the Corporation's common stock,
without par value, all shares of the Corporation heretofore being of one class,
shall be changed to Six Hundred (600) issued shares of the Corporation's Class A
Common Stock, par value $.00i


<PAGE>

per share, in a 12-for-i stock split.

      Unissued Shares: Four Hundred Fifty unissued shares of the Corporation s
common stock, without par value, all shares of the Corporation heretofore being
of one class, shall be changed to Five Thousand Four Hundred (5400) shares of
Corporation's Class A Common Stock, par value $.00i per share in a 12-for-i
stock split, and Five Hundred (500) unissued shares of the Corporation's common
stock, without par value, all shares of the Corporation heretofore being of one
class, shall be changed to Three Thousand (3000) shares of the Corporation's
Class B Common Stock, par value $.00i per share, in a 6-for-i stock split. The
Corporation's Certificate of Incorporation is hereby amended to reflect the
foregoing superstatutory voting requirements and stock splits by deleting
paragraph 5 of the Certificate of Incorporation of the Corporation in its
entirety and substituting the following in lieu thereof:

                        "5. (a) The aggregate number of shares which this
                  Corporation shall have the authority to issue is Nine Thousand
                  (9,000) shares consisting of:

                        (i)   6000 shares of Class A Common Stock, par value
                              $.001 per share (the "Class A Common Stock"); and

                        (ii)  3000 shares of Class B Common Stock, par value
                              $.001 per share (the "Class B Common Stock").

                        (b) The holders of record of the Class A Common Stock,
                  and the holders of record of the Class B Common Stock of this
                  Corporation shall vote as a class in connection with the
                  election of certain directors at a meeting of the shareholders
                  of the Corporation by the following proportionate vote:

                        (i)   Holders of the Class A Common Stock, voting as a
                              class, shall elect ten (10) directors (the "Class
                              A Directors") by the affirmative vote of a
                              majority of the issued and outstanding Class A
                              Common Stock entitled to vote thereon.

                        (ii)  Holders of the Class B Common Stock, voting as a
                              class, shall elect four (4) directors (the "Class
                              B Directors") by the affirmative vote of a


<PAGE>

                              majority of the issued and outstanding Class B
                              Common Stock entitled to vote thereon.

                        (c) Holders of all classes of Common Stock of the
                  Corporation, voting together as a class, shall elect four (4)
                  directors by the affirmative vote of a majority of the issued
                  and outstanding shares of all classes of Common Stock entitled
                  to vote thereon.

                        (d) Shareholder authorization of the sale, lease,
                  exchange or other disposition of all or substantially all of
                  the Corporation's assets shall require the affirmative vote of
                  a least a majority of the issued and outstanding Class A
                  Common Stock entitled to vote thereon, and the affirmative
                  vote of at least a majority of the issued and outstanding
                  Class B Common Stock entitled to vote thereon.

                        (e) In all other matters properly before a vote of the
                  shareholders of the Corporation, and in all other respects,
                  the shares of Class A Common Stock and Class B Common Stock
                  shall be identical."

      (b) The Certificate of Incorporation of MDLI Healthcare, Inc. is hereby
further amended to provide for superstatutory voting requirements for Board of
Director approval for:

                        (i)   selection, inclusion and termination of hospitals
                              which are participating providers with the
                              Corporation or with an independent practice
                              association under contract to the Corporation
                              within the Service Area, as such term is defined
                              by regulations promulgated by the New York State
                              Department of under Article 44 of the Public
                              Health Law (the "Service Area");

                        (ii)  any amendment, modification or change to this
                              Certificate of Incorporation or any amendment,
                              modification or change to the bylaws of the
                              Corporation, including, without limitation, a
                              by-law effecting a change in the number of
                              directors comprising the Board of Directors of the
                              Corporation;

                        (iii) any modification or change to the methodology for
                              funding hospital risk pools;

                        (iv)  the issuance of additional stock of the
                              Corporation; provided, however, that the issuance
                              and sale of additional shares of Class A Common
                              Stock of the Corporation solely in connection with
                              a proposed expansion of the Service Area of the
                              Corporation (which expansion has been approved by
                              the board of directors of the


<PAGE>

                              Corporation) to entities owned or controlled by
                              office-based New York State licensed healthcare
                              professionals who are not full-time employees of a
                              facility or entity licensed by Articles 28 or 44
                              of the New York Public Health Law may be approved
                              solely by the affirmative vote of at least a
                              majority of the Class A Directors, and that the
                              issuance and sale of additional shares of Class B
                              Common Stock of the Corporation solely in
                              connection with a proposed expansion of the
                              Service Area of the Corporation (which expansion
                              has been approved by the board of directors of the
                              Corporation) to entities owned or controlled by,
                              or affiliated with, facilities or entities
                              licensed by Article 28 of the New York Public
                              Health Law may be approved solely by the
                              affirmative vote of at least a majority of the
                              Class B Directors; and provided, ---------
                              further, that the foregoing provisions shall not
                              entitle either the Class A ------- Directors or
                              the Class B Directors to authorize the issuance
                              and sale of additional shares of Common Stock of
                              the Corporation to any person or entity in the
                              existing Service Area of the Corporation without
                              the approval set forth in this clause (iv).
                              Notwithstanding anything to the contrary set forth
                              herein, at no time shall the Corporation issue and
                              have outstanding that number of shares of Class B
                              Common Stock that equals or exceeds fifty percent
                              (50%) of the issued and outstanding shares of
                              Class A Common Stock;

                        (v)   the sale, lease, exchange or other disposition of
                              all or substantially all of the assets of the
                              Corporation;

                        (vi)  the merger or consolidation of the Corporation
                              with another entity; (vii) the dissolution of the
                              Corporation;

                        (viii) the Corporation establishing a new line of
                              business other than providing health maintenance
                              organization services to residents of the Service
                              Area; and

                        (ix)  the Corporation borrowing or making other
                              financial arrangements, including any contracts,
                              in excess of $1 million.

                  The text of the Certificate of Incorporation is hereby amended
                  by adding the following Paragraph 7 thereto:

                        "7.   The Board of Directors of the Corporation may:

                        (i)   select, include and terminate hospitals which are
                              participating providers with the Corporation or
                              with an independent practice association under
                              contract to the Corporation within the Service
                              Area, as such term is defined by regulations
                              promulgated by the


<PAGE>

                              New York State Department of under Article 44 of
                              the Public Health Law (the "Service Area");

                        (ii)  amend, modify or change this Certificate of
                              Incorporation or amend, modify or change the
                              by-laws of the Corporation, including, without
                              limitation, a by-law effecting a change in the
                              number of directors comprising the Board of
                              Directors of the Corporation;

                        (iii) modify or change the methodology for funding
                              hospital risk pools;

                        (iv)  issue additional stock of the Corporation;
                              provided, however, that the issuance and sale of
                              additional shares of Class A Common Stock of the
                              Corporation solely in connection with a proposed
                              expansion of the Service Area of the Corporation
                              (which expansion has been approved by the board of
                              directors of the Corporation) to entities owned or
                              controlled by office-based New York State licensed
                              healthcare professionals who are not full-time
                              employees of a facility or entity licensed by
                              Articles 28 or 44 of the New York Public Health
                              Law may be approved solely by the affirmative vote
                              of at least a majority of the Class A Directors,
                              and that the issuance and sale of additional
                              shares of Class B Common Stock of the Corporation
                              in connection with a proposed expansion of the
                              Service Area of the Corporation (which expansion
                              has been approved by the board of directors of the
                              Corporation) to entities owned or controlled by,
                              or affiliated with, facilities or entities
                              licensed by Article 28 of the New York Public
                              Health Law may be approved solely by the
                              affirmative vote of at least a majority of the
                              Class B Directors; and provided, further, that the
                              foregoing provisions shall not entitle either the
                              Class A Directors or the Class B Directors to
                              authorize the issuance and sale of additional
                              shares of Common Stock of the Corporation to any
                              person or entity in the existing Service Area of
                              the Corporation without the approval set forth in
                              this clause (iv). Notwithstanding anything to the
                              contrary set forth herein, at no time shall the
                              Corporation issue and have outstanding that number
                              of shares of Class B Common Stock that equals or
                              exceeds fifty percent (50%) of the issued and
                              outstanding shares of Class A Common Stock;

                        (v)   authorize the sale, lease, exchange or other
                              disposition of all or substantially all of the
                              assets of the Corporation;

                        (vi)  approve the merger or consolidation of the
                              Corporation with another entity;

                        (vii) dissolve the Corporation;


<PAGE>

                       (viii) establish a new line of business other than
                              providing health maintenance organization services
                              to residents of the Service Area; and

                        (ix)  borrow or make other financial arrangements,
                              including any contracts, in excess of $1 million;

                        but only by the (A) affirmative vote of a majority of
                        the Class A Directors, which majority must include the
                        affirmative vote of all directors representing any
                        geographic subdivision recognized by the New York State
                        Department of Health in its determination of the Service
                        Area of the Corporation, if the matter being voted upon
                        would adversely affect such the operation of the
                        Corporation within such geographic subdivision, and (B)
                        the affirmative vote of a majority of the Class B
                        Directors, which majority must include the affirmative
                        vote of all directors representing any geographic
                        subdivision recognized by the New York State Department
                        of Health in its determination of the Service Area of
                        the Corporation, if the matter being voted upon would
                        adversely affect such the operation of the Corporation
                        within such geographic subdivision, and (C) the
                        affirmative vote of a majority of all directors of the
                        Corporation. A statement of the existence of this
                        restriction on the powers of the Board of Directors
                        shall be conspicuously noted on the face or back of
                        every certificate for shares of stock of the
                        Corporation."

      4. The foregoing amendments to the Certificate of Incorporation of MDLI
Healthcare, Inc. and this Certificate of Amendment to the Certificate of
Incorporation of MDLI Healthcare, Inc. were authorized by the unanimous written
consent of Board of Directors and by the unanimous written consent of all
shareholders of the Corporation.


<PAGE>

      IN WITNESS WHEREOF, MDLI Healthcare, Inc. has caused this Certificate of
Amendment to be signed in its name by its President and Secretary this 30th day
of September, 1995, and the statements contained herein are affirmed as true
under penalties of perjury.

                                                  MDLI HEALTHCARE, INC.

                                                  By: /s/ Salvatore Caravella
                                                      -------------------------
                                                      Salvatore Caravella, M.D.
                                                      President

                                                  By: /s/ Jeffrey Ashkin
                                                      -------------------------
                                                      Jeffrey Ashkin, M.D.
                                                      Secretary


<PAGE>

                                     CONSENT

                    TO FILING A CERTIFICATE OF AMENDMENT TO A

                       CERTIFICATE OF INCORPORATION BY THE

                                  COMMISSIONER

      I, BARBARA A. DEBUONO, M.D., M.P.H., Commissioner of Health of the State
of New York, do this 11th day of October, 1995, consent to the filing with the
Secretary of State of the Certificate of Amendment to the Certificate of
Incorporation of MDLI Healthcare, Inc., as executed on the 30th day of
September, 1995 pursuant to Section 104(e) of the Business Corporation Law and
Section 4402(2)(a) of the Public Health Law.

      This Consent shall not be construed as a certificate authorizing the
corporation to operate as a health maintenance organization or to offer a
comprehensive health services plan or as any finding pursuant to the
requirements of Section 1403 of the Public Health Law.

                                          /s/ Barbara A. DeBuono, MD.
                                          -----------------------------------
                                             Barbara A. DeBuono, M.D., M.P.H.
                                             Commissioner of Health


<PAGE>

                                                                   F951013000100

                            Certificate of Amendment

                                     of the

                          Certificate of Incorporation

                                       of

                              MDLI Healthcare, Inc.

                under section 805 of the business corporation law

FILED

Oct. 13 12:34 PM `95

                                     NO TAX

                                                                        RECEIVED

                                                             Oct. 12 3:26 PM `95

                            Whiteman Osterman & Hanna
                                 P.O. Box 22016
                             Albany, New York 12201

                                        STATE OF NEW YORK
                                                         DEPARTMENT OF STATE

                                                 FILED Oct. 13 1995
                                                 TAX$____________________

                                                 BY: /s/_________________

                                                                    951013000109


<PAGE>

                                                                 :F9701 14000188

                                     SECOND
                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF
                              MDLI HEALTHCARE, INC.

                Under Section 805 of the Business Corporation Law

      WE, undersigned, President and Secretary, respectively, of MDLI
Healthcare, Inc. (the "Corporation"), do hereby certify as follows:

      1. The name of the Corporation is MDLI Healthcare, Inc. The name under
which the Corporation was formed is MDLI Healthcare, Inc.

      2. The Certificate of Incorporation of MDLI Healthcare, Inc. was filed by
the Department of State on June 21, 1995.

      3. The First Certificate of Amendment of the Certificate of Incorporation
of MDLI Healthcare, Inc. was filed by the Department of State on October 12,
1995.

      4. The Certificate of Incorporation of MDLI Healthcare, Inc., as amended,
is hereby amended such that (i) the name of the Corporation is changed to MDNY
Healthcare, Inc., and (ii) the definition of the term "adversely affect" as set
forth in Section 7 is expanded.

      5. The text of the Certificate of Incorporation as amended, is hereby
amended by deleting the prior paragraph I in its entirety and replacing it with
the following paragraph 1:

            "1. The name of the corporation is MDNY Healthcare, Inc.

      6. The text of the Certificate of Incorporation, as amended, is hereby
amended by deleting the prior paragraph 7 in its entirety and replacing it with
the following paragraph 7:


<PAGE>

      "7. In the event that the Board of Directors of the Corporation:

            (i)   selects, includes or terminates hospitals which are
                  participating providers with the Corporation or with an
                  independent practice association under contract to the
                  Corporation within the Service Area, as such term is defined
                  by regulations promulgated by the New York State Department of
                  Health under Article 44 of the Public Health Law (the "Service
                  Area");

            (ii)  amends, modifies or changes this Certificate of Incorporation
                  or amends, modifies or changes the by-laws of the Corporation,
                  including, without limitation, a by-law effecting a change in
                  the number of directors comprising the Board of Directors of
                  the Corporation;

            (iii) modifies or changes the methodology for funding hospital risk
                  pools;

            (iv)  issues additional stock of the Corporation, provided, however,
                  that the issuance and sale of additional shares of Class A
                  Common Stock of the Corporation solely in connection with a
                  proposed expansion of the Service Area of the Corporation
                  (which expansion has been approved by the board of directors
                  of the Corporation) to entities owned or controlled by
                  office-base[d] New York State licensed healthcare
                  professionals who are not full-time employees of a facility or
                  entity licensed by Articles 28 or 44 of the New York Public
                  Health Law may be approved solely by the affirmative vote of
                  at least a majority of the Class A


<PAGE>

                  Directors, and that the issuance and sale of additional shares
                  of Class B Common Stock of the Corporation in connection with
                  a proposed expansion of the Service Area of the Corporation
                  (which expansion has been approved by the board of directors
                  of the Corporation) to entities owned or controlled by, or
                  affiliated with, facilities or entities licensed by Article 28
                  of the New York Public Health Law may be approved solely by
                  the affirmative vote of a least a majority of the Class B
                  Directors, and provided, further, that the foregoing
                  provisions shall not entitle either the Class A Directors or
                  the Class B Directors to authorize the issuance and sale of
                  additional shares of Common Stock of the Corporation to any
                  person or entity in the existing Service Area of the
                  Corporation without the approval set forth in this clause
                  (iv). Notwithstanding anything to the contrary set forth
                  herein, at no time shall the Corporation issue and have
                  outstanding that number of shares of Class B Common Stock that
                  equals or exceeds fifty percent (50%) of the issued and
                  outstanding shares of Class A Common Stock;

            (v)   authorizes the sale, lease, exchange or other disposition of
                  all or substantially all of the assets of the Corporation;

            (vi)  approves the merger or consolidation of the Corporation with
                  another entity;


<PAGE>

            (vii) dissolves the Corporation;

           (viii) establishes a new line of business other than providing
                  health maintenance organization services to residents of the
                  Service Area; or

            (ix)  borrows or makes other financial arrangements, including any
                  contracts, in excess of $1 million;

            such action may be taken only by the (A) affirmative vote of a
            majority of the Class A Directors, (B) affirmative vote of a
            majority of the Class B Directors, and (C) affirmative vote of a
            majority of all directors of the Corporation. Further, in the event
            that any of the above defined matters adversely effect the providers
            of services in any specific geographic subdivision (defined, for the
            purpose of this provision, as a county or counties), such vote shall
            require the (A) unanimous affirmative vote of the Class A Directors,
            (B) the unanimous affirmative vote of the Class B Directors, and (C)
            the affirmative vote of a majority of all directors of the
            Corporation. For the purposes of this provision, a matter shall be
            deemed to "adversely affect" a geographic subdivision if the matter
            involves a policy, financial arrangement or other determination that
            would, on its face, discriminate in its application against a
            particular geographic


<PAGE>

            subdivision such that our geographic subdivisions are treated
            differently and such that the providers or participants in the
            affected geographic subdivision were materially disadvantaged
            thereby. For the purpose of this provision, the consistent,
            non-discriminatory application of any set of quality standards or
            other requirements to any providers or participants in the affected
            geographic subdivision shall not be deemed to "adversely affect" a
            geographic subdivision. A statement of the existence of this
            restriction on the powers of the Board of Directors shall be
            conspicuously noted on the face or back of every certificate for
            shares of stock of the Corporation."

      7. The foregoing amendments to the Certificate of Incorporation of the
Corporation and this Second Certificate of Amendment to the Certificate of
Incorporation of the Corporation were authorized by the unanimous vote of the
Board of Directors and the shareholders of the Corporation.

      IN WITNESS WHEREOF, MDLI Healthcare, Inc. has caused this Second
Certificate of Amendment to be signed in its name by its President and Secretary
this 21st day of October, 1996 and the statements contained herein are affirmed
as true under penalties of perjury.

                                       MDLI HEALTHCARE, INC.

                                       By: /s/ Salvatore Caravella     10/21/96
                                           ------------------------------------
                                           Salvatore Caravella, M.D.
                                           President

                                       By: /s/ Jeffrey Ashkin,   10/21/96
                                           ------------------------------------
                                           Jeffrey Ashkin, M.D.
                                           Secretary


<PAGE>

                                     CONSENT

           TO FILING AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION

                                     BY THE

                                  COMMISSIONER

      I, Ellen Anderson, Director, Office of Managed Care, as the Commissioner's
designee with authority to approve amendments to certificates of incorporation
of health maintenance organizations, do this 30th day of December, 1996, consent
to the filing with the Secretary of State of the Amendment to the Certificate of
Incorporation of MDLI Healthcare, Inc., as executed on the 21st day of October,
1996 pursuant to Section 104(e) of the Business Corporation Law and Section
4402(2)(a) of the Public Health Law and section 98.4 of Title 10 of the Official
Compilation of Codes, Rules and Regulations of the State of New York.

                                                  /s/ Ellen Anderson
                                                  ----------------------------
                                                  Ellen Anderson, Director
                                                  Office of Managed Care


<PAGE>

                                                                  F9701 14000188

                            CERTIFICATE OF AMENDMENT

                                       OF

                              MDLI HEALTHCARE, INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                                                      STATE OF NEW YORK
                                                     DEPARTMENT OF STATE

                                                                 1997
                                                     TAX         None
                                                        ------------------------
                                                     By:  /s/
                                                        ------------------------
                                                                 NASSAU

FILED BY:
Kalkinas, Arky, Zalle Bernstein LLP
121 State Street
3rd Floor

Albany, NY 12207

                                                                    970114000196