Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                     MEADOWBROOK REHABILITATION GROUP, INC.


         MEADOWBROOK  REHABILITATION  GROUP,  INC., a corporation duly organized
and existing  under the General  Corporation  Law of the State of Delaware  (the
"Corporation"), does hereby certify that:

     1. The amendment to the  Corporation's  Certificate  of  Incorporation  set
forth below was duly adopted in  accordance  with the  provisions of Section 242
and has been consented to in writing by the Corporation's  majority stockholder,
and written notice has been given, in accordance with Section 228 of the General
Corporation Law of the State of Delaware.

     2. Subsection (a) of Article IV of the Corporation's  Restated  Certificate
of Incorporation is amended to read in its entirety as follows:

     (a) Authorized Capitalization. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is twenty-one  million
(21,000,000) shares,  consisting of fifteen million (15,000,000) shares of Class
A Common Stock, par value $.01 per share ("Class A Common Stock"),  five million
(5,000,000)  shares of Class B Common Stock,  par value $.01 per share ("Class B
Common  Stock")  (the "Class A Common  Stock" and "Class B Common  Stock"  being
herein the "Common  Stock"),  and one million  (1,000,000)  shares of  preferred
stock, par value $.01 per share  ("Preferred  Stock").  The number of authorized
shares of Preferred  Stock or any series thereof and Class A Common Stock may be
increased  or  decreased  (but not below  the  number  of  shares  thereof  then
outstanding) by the affirmative  vote of the holders of a majority of the voting
power of all of the then  outstanding  shares of stock  entitled  to vote in any
general  election of directors  voting together as a single class. The number of
authorized  shares  of Class B  Common  Stock  may be  increased  only  with the
affirmative vote of (i) a majority of the Class B Common Stock voting as a class
and (ii) a  majority  of the Class A Common  Stock and any other  class of stock
entitled to vote thereon as a class.

     At the close of business on the day that this  Certificate  of Amendment of
Restated  Certificate of  Incorporation  is filed with the Secretary of State of
Delaware,  each  share of Class A Common  Stock of the  Corporation  issued  and
outstanding at such time shall be converted into one-third (1/3) of a share of

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     Class A  Common  Stock  and  each  share  of  Class B  Common  Stock of the
Corporation  issued  and  outstanding  at such  time  shall  be  converted  into
one-third (1/3) of a share of Class B Common Stock. No fractional share shall be
issued  upon the  conversion  of any share or shares of Class A Common  Stock or
Class B Common Stock. All shares of Class A Common Stock or Class B Common Stock
issuable upon the conversion of the Class A Common Stock or Class B Common Stock
to a holder thereof shall be aggregated for purposes of determining  whether the
conversion  would result in the issuance of any fractional  share. If, after the
aforementioned  aggregation,  the  conversion  would result in the issuance of a
fraction  of a share  of Class A Common  Stock  or  Class B  Common  Stock,  the
Corporation  shall,  in lieu of issuing  any  fractional  share,  pay the holder
otherwise  entitled  to such  fraction  a sum in cash  equal to three  times the
average  closing  sale  price of a share of Class A Common  Stock on The  NASDAQ
Stock  Market  for the ten  trading  days  immediately  preceding  the date this
Certificate of Amendment of Restated  Certificate of Incorporation is filed with
the  Secretary  of State of Delaware  (or for such lesser  number of days within
such ten trading day period on which there is at least one reported  sale of the
Class A Common  Stock).  The  amount of  capital  represented  by the issued and
outstanding  shares  of Class A Common  Stock  and  Class B Common  Stock in the
aggregate at the time this amendment becomes effective shall be decreased by the
transfer of two cents  ($.02) from  capital to surplus for each share that is no
longer issued and outstanding after such effectiveness, such transfer to be made
at the time this  amendment  becomes  effective.  Upon  surrender by a holder of
Class A Common Stock or Class B Common Stock of a  certificate  or  certificates
for Class A Common Stock or Class B Common Stock,  duly endorsed,  at the office
of the Corporation,  the Corporation  shall, as soon as practicable  thereafter,
issue and deliver at such office to such holder of Class A Common Stock or Class
B Common Stock,  or to the nominee or nominees of such holder,  a certificate or
certificates  for the number of shares of Class A Common Stock or Class B Common
Stock to which such holder shall be entitled as aforesaid.

     IN WITNESS WHEREOF,  MEADOWBROOK REHABILITATION GROUP, INC. has caused this
Certificate to be executed by Harvey Wm.  Grasser,  its authorized  officer,  on
this 22nd day of April, 1996.

                                                          /s/ HARVEY WM. GLASSER
                                                     Title:  President and Chief
                                                             Executive Officer

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