Exhibit 4.3

                          BMJ MEDICAL MANAGEMENT, INC.

            --------------------------------------------------------

                           CERTIFICATE OF DESIGNATION

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

            --------------------------------------------------------

                      Series B Convertible Preferred Stock

            --------------------------------------------------------

                  The undersigned, Neil F. Luria, Secretary of BMJ Medical
Management, Inc., a Delaware corporation (the "Corporation"), does hereby
certify that the following resolution has been duly adopted by the Board of
Directors of the Corporation:

                  RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board of Directors of the Corporation (the "Board of
Directors") by the provisions of the Amended and Restated Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), there
hereby is created, out of the shares of Preferred Stock of the Corporation
authorized in Article IV of the Certificate of Incorporation (the "Preferred
Stock"), a series of the Preferred Stock of the Corporation consisting of
500,000 shares, par value $0.01 per share, which series shall have the following
powers, designations, preferences and relative, participating, optional and
other rights, and the following qualifications, limitations and restrictions (in
addition to the powers, designations, preferences and relative, participating,
optional and other rights, and the qualifications, limitations and restrictions,
set forth in the Certificate of Incorporation which are applicable to the
Preferred Stock):

                  1. Designation and Amount; Ranking. (a) This series of
Preferred Stock shall be designated Series B Convertible Preferred Stock (the
"Convertible Preferred Stock"), and the authorized number of shares constituting
such series shall be 500,000, par value $0.01 per share. The price and
liquidation preference (the "Liquidation Preference") of shares of Convertible
Preferred Stock shall be $100.00 per share.

                  (b) The shares of Convertible Preferred Stock shall rank
senior to all other classes of equity securities of the Corporation as to the
payment of dividends and the distribution of assets upon a liquidation,
dissolution or winding up of the Corporation except that the shares of
Convertible Preferred Stock shall rank junior to the shares of Series A
Preferred Stock and the Series C Preferred Stock as to the payment of dividends
and the distribution of assets upon a liquidation, dissolution or winding up of
the Corporation.
                                       1
<PAGE>

     2.  Dividends.  The  holders  (the  "Holders")  of record  of the  Original
Convertible  Preferred  Stock (as  hereinafter  defined)  shall be  entitled  to
receive,  out of any assets legally available  therefor,  cash dividends on the
shares of Original  Convertible  Preferred Stock at the annual rate of 7% of the
Liquidation  Preference  per share of Original  Convertible  Preferred  Stock in
accordance  with  this  Section  2;  provided,  however,  that in lieu of paying
dividends in cash, the Corporation may, at its sole option and discretion, elect
to pay such dividends in kind, in the equivalent number of shares of Convertible
Preferred  Stock (such in kind dividend is the "PIK  Dividend").  The Holders of
shares of  Convertible  Preferred  Stock received as a PIK Dividend shall not be
entitled to receive any dividends on such shares.  An initial  dividend shall be
payable  to the  Holders  on the date that any  shares of  Original  Convertible
Preferred  Stock are first  issued in an amount  equal to the product of (a) the
aggregate  Liquidation   Preference  applicable  to  such  Original  Convertible
Preferred  Stock and (b) either (i) in the event that such Original  Convertible
Preferred  Stock is issued on the first  anniversary of the  consummation of the
applicable Affiliation  Transaction (as hereinafter defined), 7%, or (ii) in the
event  that such  Original  Convertible  Preferred  Stock is issued on the third
anniversary of the consummation of the applicable Affiliation Transaction,  21%.
Dividends  shall  also be payable to the  Holders of the  outstanding  shares of
Original  Convertible  Preferred  Stock on the last Business Day (as hereinafter
defined)  immediately  preceding the Anniversary  Date (as hereinafter  defined)
(the "Annual Dividend").  The Annual Dividend on shares of Original  Convertible
Preferred  Stock shall accrue from and including  the date of original  issuance
thereof up to but excluding the  Anniversary  Date. The Annual Dividend shall be
payable  to  Holders  of record as they  appear  on the  stock  register  of the
Corporation on the last Business Day immediately preceding the Anniversary Date.
During any period when the  Corporation  has failed to issue any dividend on the
Original  Convertible  Preferred  Stock for any  period  and until all  unissued
dividends,  whether or not declared, on the Original Convertible Preferred Stock
shall  have been  issued in full or  declared  and set apart for  issuance,  the
Corporation  shall  not:  (i)  declare  or  pay  dividends  or  make  any  other
distributions on any shares of capital stock of the Corporation,  whether common
or preferred  which are junior to the  Convertible  Preferred Stock (the "Junior
Stock"),  other than dividends or distributions  payable in Junior Stock or (ii)
redeem,  purchase or otherwise  acquire for  consideration  any shares of Junior
Stock,  other than  redemptions,  purchases or other  acquisitions  of shares of
Junior  Stock in  exchange  for any other  shares of Junior  Stock.  If, for any
reason, the Corporation shall fail to pay a dividend on the Original Convertible
Preferred  Stock when due, such dividend  shall  nonetheless  accrue on such due
date but no interest or right to further dividends shall accrue thereon.

     3.   Mandatory and Optional Conversions.

     (a)   Mandatory Conversion.

            (i) On the Anniversary Date, the Corporation and each Holder of any
such Original Convertible Preferred Stock shall take such steps as are necessary
to cause all shares of Convertible Preferred Stock then held by such Holder,
together with all accrued and unpaid PIK Dividends  thereon,  less any shares of
Convertible  Preferred  Stock  previously  converted  by the Holder  pursuant to
Section 3(b) hereof, to be converted (the "Mandatory  Conversion") into a number
of shares of common stock,  par value $0.001 per share, of the Corporation  (the
"Common  Stock")  equal to the quotient  obtained by dividing (A) the  aggregate
Liquidation  Preference
                                       2
<PAGE>
 
applicable to the number of shares of Convertible  Preferred Stock (whether
accrued or outstanding) to be converted, by (B) the Market Price (as hereinafter
defined).

            (ii) Notwithstanding Section 3(a)(i) hereof, on the Anniversary
Date, the Corporation may, at its sole option and discretion and in lieu of the
issuance of Common Stock pursuant to Section 3(a)(i) hereof, elect to pay to the
applicable Holder an amount in cash equal to the Liquidation Preference of all
such shares of Convertible Preferred Stock (whether accrued or outstanding) to
be converted into Common Stock pursuant to Section 3(a)(i) hereof.

            (iii) On the Anniversary Date, each applicable Holder shall present
and surrender to the Corporation at its principal executive offices the
certificate or certificates representing the shares of Convertible Preferred
Stock to be converted into Common Stock or cash pursuant to this Section 3(a).
All such certificates shall be in proper form for transfer to the Corporation
duly executed by the registered Holder thereof or shall be accompanied by a duly
executed  stock power in proper form for  transfer  to the  Corporation.  On the
Anniversary  Date, all applicable  shares of Convertible  Preferred  Stock shall
cease to accrue dividends, shall be cancelled and shall represent only the right
to receive  shares of Common Stock or cash as provided in this Section  3(a). As
promptly  as  possible  following  the  Anniversary  Date and the receipt of the
certificate or certificates  representing shares of Convertible  Preferred Stock
affected thereby (together with all associated transfer  documentation  required
by this Section  3(a)(iii))  and, in any event,  not later than 20 Business Days
thereafter,  the  Corporation  shall (i) cause a  certificate  representing  the
number of shares of Common Stock into which such Convertible  Preferred Stock is
converted  pursuant  to Section  3(a)(i)  hereof to be issued in the name of the
surrendering  Holder  and mail  such  certificate  to such  Holder at his or her
address as it appears on the stock  records of the  Corporation,  or (ii) pay to
the  surrendering  Holder the cash  payable to such  Holder in  accordance  with
Section 3(a)(ii) hereof by check made payable to such Holder and mail such check
to such Holder at his or her  address as it appears on the stock  records of the
Corporation.

     (b) Conversion at the Option of the Holder.

            (i) At any time and from time to time during the period beginning on
the first Business Day following the issuance of any Original Convertible
Preferred Stock and ending on the last Business Day immediately preceding the
Anniversary Date, each applicable Holder of any Convertible Preferred Stock
shall have the right to convert (the "Optional Conversion") all shares of
Convertible Preferred Stock then held by such Holder, together with all accrued
and unpaid PIK Dividends thereon, into a number of shares of Common Stock equal
to the quotient obtained by dividing (A) the aggregate Liquidation Preference
applicable to the number of shares of Convertible Preferred Stock (whether
accrued or outstanding)to be converted by (B) 125% of the Market Price;
provided, however, that in no event shall the amount computed in accordance with
this clause (B) be less than $4.50.

            (ii) In the event that any applicable Holder desires to convert
shares of Convertible  Preferred Stock into shares of Common Stock pursuant to
Section 3(b)(i) hereof, such Holder shall deliver (A) written  notice  thereof
(the "Notice") to the Corporation,  which notice shall (x) specify the precise
numberof shares of Convertible Preferred Stock which such Holder desires to be
converted into shares of Common Stock and (y) actually be received by the
                                       3
<PAGE>

Corporation not later than the last Business Day immediately  preceding the
Anniversary Date and (B) the certificate or certificates representing the shares
of  Convertible  Preferred  Stock to be converted  into Common Stock pursuant to
Section  3(b)(i)  hereof.  All such  certificates  shall be in  proper  form for
transfer to the  Corporation  duly executed by the registered  Holder thereof or
shall be  accompanied by a duly executed stock power in proper form for transfer
to  the  Corporation.  Upon  receipt  of  the  Notice  and  the  certificate  or
certificates  representing  the shares of Convertible  Preferred Stock described
therein,  all  affected  shares of  Convertible  Preferred  Stock shall cease to
accrue  dividends,  shall be  cancelled  and shall  represent  only the right to
receive  shares of Common Stock as provided in Section  3(b)(i) hereof (any such
date is hereinafter  referred to an "Optional  Conversion Date"). As promptly as
possible  following the Optional  Conversion  Date and, in any event,  not later
than 20 Business  Days  thereafter,  the  Corporation  shall cause a certificate
representing  the number of shares of Common  Stock into which such  Convertible
Preferred Stock is converted  pursuant to Section 3(b)(i) hereof to be issued in
the name of the surrendering  Holder and mail such certificate to such Holder at
his or her  address  as it  appears  on the stock  records  of the  Corporation.
Subject to Section 5 hereof, in case fewer than all of the shares of Convertible
Preferred Stock represented by any such surrendered  certificate are affected by
any optional conversion pursuant to this Section 3(b), the Corporation shall, at
its expense,  cause a new certificate  representing  the  unconverted  shares of
Convertible  Preferred Stock to be issued to, and in the name of, the applicable
Holder.

            4. Change of Control. (a) In the event of a Change of Control (as
hereinafter defined), the Corporation shall have the option, at its sole option
and discretion, to redeem all of the shares of Convertible Preferred Stock then
outstanding at a price per share payable in cash equal to the Liquidation
Preference applicable to each such share plus all accrued and unpaid dividends
thereon (the "Redemption Price") to and including the Redemption Date (as
hereinafter defined). Notwithstanding the first sentence of this Section 4(a),
the Company may, at its sole option and discretion and in lieu of the payment
of cash contemplated by such first sentence, cause the Acquiror (as hereinafter
defined) to issue and deliver to each Holder, in exchange for all of the shares
of Convertible Preferred Stock then held by such Holder, together with all
accrued and unpaid dividends thereon, a preferred stock equity security of the
Acquiror (the "Substituted Security") equal in face amount to the Redemption
Price containing terms and provisions substantially identical in all material
respects to the terms and provisions of the Convertible Preferred Stock so
exchanged. The Substituted Security shall (i) have a liquidation preference
equal to the Liquidation Preference, (ii) accrue and pay dividends of the type
and in the amounts contemplated hereby (such dividends to begin to accrue on the
first day following the Redemption Date), (iii) be convertible into shares of
common stock of the Acquiror substantially as set forth herein, and (iv)
otherwise contain such other terms and provisions as are necessary to ensure
that the provisions hereof are applicable to the Substituted Security as nearly
as may be practicable.

            (b) In the event that the Company desires to redeem the shares
of Convertible Preferred Stock pursuant to Section 4(a) hereof, the Company
shall, not later than 30 days following the consummation of any Change of
Control, mail written notice thereof (the "Redemption Notice") to each Holder
(the date of the Redemption Notice being referred to as the "Redemption Date").
The Redemption Notice shall (i) indicate that a Change of Control has occurred,
(ii) specify the form of payment to be made to the Holders on account of the
Change of Control, and (iii) specify the procedures required to be followed by
the Holders in order to receive
                                       4
<PAGE>

the Redemption  Price.  On the  Redemption  Date, all shares of Convertible
Preferred Stock shall cease to accrue dividends, shall be canceled and shall
represent only the right to receive the Redemption Price.

     5. No  Fractional  Shares.  No  fractional  shares of Common Stock shall be
issued upon conversion of any shares of Convertible  Preferred Stock. In lieu of
any fractional  share otherwise  issuable in respect of the aggregate  number of
shares of Convertible  Preferred  Stock of any Holder that are  converted,  such
Holder  shall be entitled to receive an amount in cash  (computed to the nearest
cent) equal to the same fraction of the  applicable  Market Price.  If more than
one  certificate   representing   the  Convertible   Preferred  Stock  shall  be
surrendered for conversion at one time by or for the same Holder,  the number of
shares of Common Stock issuable upon conversion thereof shall be computed on the
basis of the aggregate  number of shares of the  Convertible  Preferred Stock so
surrendered.

     6. Reservation of Common Stock. The Corporation shall at all times reserve
and keep available out of its authorized and unissued Common Stock, solely for
issuance upon the conversion of shares of Convertible Preferred Stock, as herein
provided, free from preemptive rights, such maximum number of shares of Common
Stock as shall from time to time be issuable upon the conversion of all of the
shares of Convertible Preferred Stock then outstanding.

     7. Effect of Conversions. The person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
any conversion shall be deemed to have become the holder or holders of record of
the shares represented thereby on (a) in the case of the Mandatory Conversion,
the Anniversary Date, and (b) in the case of an Optional Conversion, the
applicable Optional Conversion Date.

     8. Reissuance. Shares of Convertible Preferred Stock that have been issued
and reacquired by the Corporation in any manner, including shares purchased,
exchanged or converted, shall not be reissued and shall (upon compliance with
any applicable provisions of the Delaware General Corporation Law (the "DGCL")
have the status of authorized and unissued shares of the Preferred Stock
undesignated as to series and may be redesignated and reissued as part of any
other series of Preferred Stock.

     9. No Preemptive Rights. The Holders of shares of Convertible Preferred
Stock shall have no preemptive rights, including preemptive rights with respect
to any shares of capital stock or other securities of the Corporation
convertible into or carrying rights or options to purchase any such shares.

    10. Voting Rights. Except as otherwise expressly required by
the DGCL or as to any repeal, modification, or amendment to this Certificate of
Designation, which repeal, modification, or amendment shall require the
affirmative vote of the Holders of at least a majority of the shares of the
Convertible Preferred Stock then outstanding, voting separately as a class, the
Holders of the Convertible Preferred Stock shall have no voting power
whatsoever, and no Holder of the Convertible Preferred Stock shall vote or
otherwise participate in any proceeding in which actions shall be taken by the
Corporation or the stockholders thereof, or be entitled to notification of any
meeting of the Board of Directors or the stockholders of the Corporation.
                                       5
<PAGE>
 
    11. Transferability. No Holder of shares of Convertible Preferred Stock
shall, directly or indirectly, sell, distribute, transfer, assign, gift, pledge,
hypothecate or otherwise dispose of or encumber (whether voluntary or
involuntary) any of such shares, unless such transfer is made (a) pursuant to
either a valid gift to a member of the Immediate Family (as hereinafter defined)
of the Holder, or to an entity controlled by either the Holder, the spouse of
the Holder, or a member of the Holder's Immediate Family, or by will or the laws
of descent and distribution or (b) to any physician in the same Medical Group 
(as defined in the Management Services Agreement executed and delivered in
connection with the applicable Affiliate Transaction) (any person so receiving
such shares of Convertible Preferred Stock shall be deemed a "Permitted
Transferee").

    12. Liquidation. In the event of a liquidation, dissolution or winding up of
the Corporation (the "Liquidation"), the Holders of shares of Convertible 
Preferred Stock shall be entitled to receive out of the assets of the
Corporation an amount in cash per share of Convertible Preferred Stock equal
to the Liquidation Preference, together with all their accrued and unpaid
dividends thereon, in preference to and in priority over any such distribution
upon shares of Junior Stock. If upon any Liquidation, the assets of the
Corporation available for distribution to the Holders of the Convertible
Preferred Stock shall be insufficient to pay such Holders the full Liquidation
Preference, the assets of the Corporation available for distribution to the
Holders of the Convertible Preferred Stock shall be distributed to such Holders
who shall share pro rata in such distribution in accordance with the number of
shares of Convertible Preferred Stock held by such Holders.

    13. Antidilution. In case the Corporation shall at any time subdivide the
outstanding shares of Common Stock into a greater number of shares, the Market
Price otherwise applicable to any conversion subsequent thereto shall be
proportionately reduced and the number of shares issuable upon such conversion 
shall be proportionately increased, and, conversely, in case the outstanding
shares of Common Stock shall be combined at any time into a smaller number of
shares, the Market Price otherwise applicable to any conversion subsequent
thereto shall be proportionately increased and the number of shares issuable
upon such conversion shall be proportionately reduced.

    14.   Definitions:

            "Acquiror" shall mean the "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act") who or which becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act) of shares of Common Stock representing a
majority of the total voting power thereof on a fully diluted basis as a result
of a Change of Control.

            "Affiliation Transaction" shall mean any (x) affiliation
transaction (in whatever form) occurring after the date hereof (i) between the
Corporation and any musculoskeletal physician or physical or occupational
therapy practice and (ii) in which shares of Convertible Preferred Stock are
issued by the Corporation on account of such transaction or (y) any other
applicable transaction in which the Board of Directors of the Corporation has
approved the issuance of Original Convertible Preferred Stock.
                                       6
<PAGE>
 
            "Anniversary Date" shall mean the first anniversary of the
issuance of any shares of the Original Convertible Preferred Stock.

            "Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of Florida are
authorized or obligated by law or executive order to close or are closed because
of a banking moratorium or otherwise.


            "Change of Control" shall mean the occurrence of either of the
 following:

                       (a) a sale of all or substantially all the assets of the
                           Corporation; or

                       (b) any transaction, including a merger or consolidation,
                           the result of which is any  "person" or "group"
                           becomes the  "beneficial  owner" of shares of Common
                           Stock representing a majority of the total voting
                           power thereof on a fully diluted basis.

            "Immediate Family" shall mean the spouse or lineal descendants of
any Holder.

            "Market Price" shall mean (a) in the case of the Mandatory
Conversion, (i) if the Common Stock is listed on one or more stock exchanges or
is quoted on the NASDAQ National Market (the "National Market"), the average of
the closing sales prices of a share of Common Stock on the primary national or
regional stock exchange on which such shares are listed or on the National
Market if quoted thereon or (ii) if the Common Stock is not so listed or quoted,
but is traded in the over the counter market (other than the National Market)
((i) or (ii) above being hereinafter referred to as the "Principal Trading
Market"), the average of the closing bid and asked prices of a share of Common
Stock, in either case for the 20 consecutive Trading Days immediately prior to
the Anniversary Date, and (b) in the case of an Optional Conversion, the average
of the closing sales price of a share of Common Stock or the average of the
closing bid and asked prices of a share of Common Stock, as applicable, on the
Principal Trading Market for the 20 consecutive Trading Days immediately
preceding the closing date of the applicable Affiliation Transaction.

             "Original Convertible Preferred Stock" shall mean shares of
Convertible Preferred Stock originally issued by the Corporation to any Holder
pursuant to an Affiliation Transaction or any Permitted Transferee of such a
Holder but shall not include any shares of Convertible Preferred Stock issued as
a PIK Dividend.

             "Trading Days" shall mean any day during which the Principal
Trading Market shall be open for business and the Common Stock shall have traded
on the Principal Trading Market.
                                       7
<PAGE>


                                             BMJ MEDICAL MANAGEMENT, INC.


                                             By:   /s/ Neil F. Luria
                                                   -----------------
                                                   Name:     Neil F. Luria
                                                   Title:    Secretary


                                       8