EXHIBIT 3.1C



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             ALLION HEALTHCARE, INC.

                UNDER SECTION 242 OF THE GENERAL CORPORATION LAW

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

           ALLION HEALTHCARE, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

           1. The board of directors of the Corporation, by the affirmative vote
of all of its directors at a meeting duly held, duly adopted resolutions
proposing and declaring advisable, in accordance with Section 242 of the General
Corporation Law of the State of Delaware, the following amendments to the
Restated Certificate of Incorporation:

           RESOLVED, that the Restated Certificate of Incorporation of Allion
Healthcare, Inc., as amended, be amended further by changing the Article thereof
numbered "FOURTH" so that, said Article shall be amended and restated in its
entirety as follows:

                     "FOURTH: The total number of shares of capital stock which
           the Corporation shall have authority to issue is one hundred million
           (100,000,000) shares, consisting of eighty million (80,000,000)
           shares of Common Stock, par value $.001 per share, and twenty million
           (20,000,000) shares of Preferred Stock, par value $.001 per share.
           Preferred Stock may be issued from time to time (1) in one or more
           Series, with such distinctive serial designations; and (2) may have
           such voting powers, full or limited, or may be without voting powers;
           and (3) may be subject to redemption at such time or times and at
           such prices; and (4) may be entitled to receive dividends (which may
           be cumulative or noncumulative) at such rate or rates, on such
           conditions, and at such times and payable in preference to, or in
           such relation to, the dividends payable on any other class or classes
           or assets of the Corporation; and (5) may be made convertible into,
           or exchangeable for, shares of any other class or classes or of any
           other series of the same or any other class or classes of stock of
           the Corporation, at such price or prices or at such rates of
           exchange, and with such adjustments; and (6) shall have such other
           relative, participating, optional and other special rights and
           qualifications, limitations or restrictions thereof, all as shall
           hereafter be stated and expressed in the resolution or resolutions
           providing for the issue of such preferred stock from time to time
           adopted by the Board of Directors pursuant to authority to do so
           which is hereby vested in the Board of Directors."


                                      -1-





<PAGE>


           ; and it is

           FURTHER RESOLVED, that the Restated Certificate of Incorporation of
Allion Healthcare, Inc., as amended, be amended further by deleting in its
entirety the Article thereof numbered "EIGHTH".

           2. The aforesaid amendments were duly adopted by the affirmative vote
of a majority of the outstanding shares of capital stock of the Corporation
entitled to vote thereon in accordance with Section 242 of the General
Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Michael P. Moran, its President, this 4th day of
April, 2002.

                                      ALLION HEALTHCARE, INC.



                                      By: /S/ MICHAEL P. MORAN
                                          -----------------------------
                                           Name:  Michael P. Moran
                                           Title:  President






                                       -2-



<PAGE>