EXHIBIT 3.2

                           SECOND AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             ALLION HEALTHCARE, INC.



                                  June 24, 2002



                                   ARTICLE I


                                     OFFICES

           Section 1. REGISTERED OFFICE. The registered office of Allion
Healthcare, Inc. (the "Corporation") shall be located at 1013 Centre Road,
Wilmington, Delaware 19805.

           Section 2. OTHER OFFICES. The Corporation may also have offices at
such other places as the Board of Directors may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

           Section 1. ANNUAL MEETINGS. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held on such date and time, within
or without the State of Delaware, as the Board of Directors shall determine.




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           Section 2. SPECIAL MEETING. Special meetings of the stockholders for
the transaction of such business as may properly come before the meeting may be
called by order of the Board of Directors, the Executive Committee or by
stockholders holding together at least a majority of all the shares of the
Corporation entitled to vote at the meeting, and shall be held at such date and
time, within or without the State of Delaware, as may be specified by such
order.

           Section 3. MEETINGS BY REMOTE COMMUNICATION.

           The Board of Directors may, in its sole discretion, from time to
time, determine that a meeting of stockholders shall not be held at any place,
but may instead be held solely by means of remote communication. In the sole
discretion of the Board of Directors, and subject to such guidelines and
procedures as the Board of Directors may adopt, stockholders and proxyholders
not physically present at a meeting of stockholders may, by means of remote
communication:

           (a) participate in a meeting of stockholders; and

           (b) be deemed present in person and vote at a meeting of
stockholders, whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (i) the Corporation shall
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder, (ii) the Corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Corporation.



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           Section 4. NOTICE. Written notice of all meetings of stockholders
shall be given to each stockholder of record who is entitled to vote at such
meetings, stating the place, date, and time of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.
Except as otherwise provided by law, a copy of the notice of any meeting shall
be given, personally, by mail or by electronic transmission, not less than ten
(10) days nor more than sixty (60) days before the date of the meeting, and
directed to each stockholder of record at such stockholder's record address.
Notice by mail shall be deemed to be given when deposited, with postage thereon
prepaid, in the United States mails. Notice by electronic transmission shall be
deemed to be given when directed to a number or electronic mail address at which
the stockholder has consent to receive notice. An affidavit of the Secretary or
an Assistant Secretary or of the transfer agent or other agent of the
Corporation that the notice has been given by a form of electronic transmission
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein. If a meeting is adjourned to another time, not more than thirty (30)
days thereafter, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless, after adjournment, a new record
date is fixed for the adjourned meeting.

           Section 5. STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,




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during ordinary business hours, for a period of at least ten (10) days prior to
the meeting: (1) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with the notice
of the meeting, or (2) during ordinary business hours, at the principal place of
business of the Corporation. The Corporation shall not be required to include
electronic mail addresses or other electronic contact information on such list.
In the event that the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to stockholders of the Corporation. If the
meeting is to be held at a place, then the list shall also be produced and kept
at the time and place where the meeting is to be held and during the whole time
of the meeting, and may be inspected by any stockholder who is present. If the
meeting is to be held solely by means of remote communication, then the list
shall also be open to the examination of any stockholder during the whole time
of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting.

           Section 6. PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder granting such
proxy or by his attorney-in-fact. No proxy shall be voted or acted upon after
three (3) years from its date unless such proxy provides for a longer period. A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power.




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           Section 7. QUORUM; ADJOURNMENTS. Except as otherwise provided by law,
a quorum for the transaction of business at any meeting of stockholders shall
consist of the holders of record of a majority of the shares of the capital
stock of the Corporation, issued and outstanding, entitled to vote at the
meeting, present in person, by proxy or by means of remote communications. In
the absence of a quorum at any meeting or any adjournment thereof, the majority
in interest of the stockholders entitled to vote thereat, present in person, by
proxy or by means of remote communication, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the meeting
of the time, place, if any, thereof and the means of remote communication, if
any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such adjourned meeting, until the requisite amount of stock
entitled to vote shall be present. At any such adjourned meeting at which the
requisite amount of stock entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

           Section 8. CONDUCT OF MEETING. Meetings of stockholders shall be
presided over by the President, a Vice President, or, if none of the foregoing
is present, by a chairman to be chosen by the stockholders entitled to vote who
are present in person or by proxy at the meeting. The Secretary of the
Corporation shall act as secretary of every meeting, but if the Secretary is not
present, the presiding officer of the meeting shall appoint any person present
to act as secretary of the meeting.




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           Section 9. VOTING. At each meeting of stockholders, each stockholder
entitled to vote any shares on any matter to be voted upon at such meeting shall
be entitled to one vote on such matter for each such share. In the election of
directors, a plurality of the votes cast shall elect. Any other action shall be
authorized by a majority of the votes cast, except as otherwise provided by law.
Voting by ballot shall not be required for the election of directors or any
other corporate action, except as otherwise provided by law.

           Section 10. WRITTEN CONSENT OF SHAREHOLDERS WITHOUT A MEETING. Unless
otherwise provided in the Certificate of Incorporation, any action required to
be taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having no less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested,
or by electronic transmission. Written consent shall bear the date of the
signature of each stockholder who signs the consent and no consent shall be
effective to take the corporate action referred to therein unless written
consents sufficient to approve the action are delivered to the corporation
within sixty (60) days of the earliest dated consent. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.



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                                  ARTICLE III

                                    DIRECTORS

           Section 1. FUNCTIONS AND DEFINITION. The business and affairs of the
Corporation shall be managed by, or under the direction of, the Board of
Directors. The use of the phrase "whole Board" herein refers to the total number
of directors which the Corporation would have if there were no vacancies.

           Section 2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the whole Board may be fixed from
time to time by action of the Board of Directors, and until so fixed, shall be
three.

           Section 3. ELECTION AND TERM. The initial Board of Directors shall be
elected by the Incorporator and shall hold office until the first annual meeting
of stockholders or until their successors are elected and qualified or until
their earlier resignation or removal. Thereafter, directors who are elected at
an annual meeting of stockholders, and directors who are elected in the interim
to fill vacancies and newly created directorships, shall hold office until the
next annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal.

           Section 4. ANNUAL MEETING. Following each annual election of
directors, the newly elected Board shall meet for the purpose of the election of
officers and the transaction of such other business as may properly come before
the meeting.

           Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors shall
from time to time by resolution determine.




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           Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by the direction of the President or by
a majority of the directors then in office.

           Section 7. PLACE. Meetings of the Board of Directors may be held at
any place within or without the State of Delaware.

           Section 8. NOTICE. A notice of the place, date and time and the
purpose or purposes of each meeting of the Board of Directors shall be given to
each director by mailing the same at least two (2) days before the meeting, or
by sending by facsimile or telephoning the same or by delivering the same
personally not later than the day before the meeting, at the residence address
of each director or at his usual place of business.

           Section 9. QUORUM. Except as otherwise provided by law, a majority of
the whole Board shall constitute a quorum. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting from time to time to
another time and place without notice. The vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

           Section 10. ORGANIZATION. At all meetings of the Board of Directors,
the President or, in his absence, a chairman chosen by the directors shall
preside. The Secretary of the Corporation shall act as secretary at all meetings
of the Board of Directors when present, and, in his absence, the presiding
officer may appoint any person to act as secretary.

           Section 11. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may
resign at any time, and such resignation shall take effect upon receipt thereof
by the President or Secretary, unless otherwise specified in the resignation.
Any or all of the directors may be removed, with or without cause, by the
holders of a majority of the shares of stock outstanding and entitled to vote
for the election of directors.



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           Section 12. VACANCIES. Unless otherwise provided in the Certificate
of Incorporation or in these By-Laws, vacancies among the directors, whether
caused by resignation, death, disqualification, removal, an increase in the
authorized number of directors or otherwise, may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.

           Section 13. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors or a committee thereof may be
taken without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board or committee shall
be filed with the minutes of the proceedings of the Board or committee.

           Section 14. TELEPHONE, ETC. MEETINGS. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or committee, by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such a meeting.



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                                   ARTICLE IV

                                   COMMITTEES

           Section 1. EXECUTIVE COMMITTEE. The Board of Directors, by a
resolution passed by a vote of a majority of the whole Board, may appoint an
Executive Committee of two or more directors which, except as otherwise provided
by the Board of Directors, shall have and exercise all the powers of the Board
of Directors in the management of the property, business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that the Executive Committee
shall not have any power or authority to declare dividends, issue stock,
recommend to the stockholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies on the Board or on any
committee thereof, discharge any committee either with or without cause at any
time, elect officers or amend or repeal the By-Laws of the Corporation. The
Board of Directors shall appoint the Chairman of the Executive Committee and may
designate one or more directors as alternate members of the Executive Committee,
who may replace any absent or disqualified member at any meeting of the
Executive Committee. Vacancies on the Executive Committee shall be filled by the
Board of Directors in the same manner as original appointments to such
Committee.

           Section 2. OTHER COMMITTEES. From time to time the Board of Directors
by a resolution adopted by a majority of the whole Board may appoint any other
committee or committees for any purpose or purposes, to the extent lawful, which
shall have such powers as shall be determined and specified by the Board of
Directors in the resolution of appointment.

           Section 3. PROCEDURES APPLICABLE TO ALL COMMITTEES. Each committee
shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors. The presence of a
majority of the then appointed members of a committee shall constitute a quorum
for the transaction of business by that committee, and in every case where a
quorum is present the affirmative vote of a majority of the members of the
committee present shall be the act of the committee. Each committee shall keep
minutes of its proceedings, and any action taken by a committee shall be
reported to the Board of Directors at its meeting next succeeding such action.



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           Section 4. TERMINATION OF COMMITTEE MEMBERSHIP. In the event any
person shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee appointed by the
Board of Directors.


                                   ARTICLE V

                                    OFFICERS

           Section 1. EXECUTIVE OFFICERS. The executive officers of the
Corporation shall be a President, one or more Vice Presidents, a Treasurer and a
Secretary, all of whom shall be elected annually by the Board of Directors.
Unless otherwise provided in the resolution of election, each officer shall hold
office until the next annual election of directors and until his successor shall
have been qualified or until his earlier resignation or removal. Any number of
such offices may be held by the same person.

           Section 2. OTHER OFFICERS. The Board of Directors may appoint such
other officers and agents as it may deem necessary or advisable, for such term
as the Board of Directors shall fix in such appointment, who shall have such
authority and perform such duties as may from time to time be prescribed by the
Board.

           Section 3. RESIGNATION AND REMOVAL. Any officer may resign his office
at any time and such resignation shall take effect upon receipt thereof by the
President or Secretary, unless otherwise specified in the resignation. All
officers, agents and employees of the Corporation shall be subject to removal,
with or without cause, at any time by the affirmative vote of a majority of the
whole Board. The power to remove agents and employees, other than officers or
agents elected or appointed by the Board of Directors, may be delegated as the
Board of Directors shall determine.



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           Section 4. PRESIDENT. The President shall be the chief executive
officer of the Corporation and shall have the general powers and duties of
supervision and management of the Corporation, subject, however, to the control
of the Board of Directors. The President shall also perform all duties incident
to the office of President and such other duties as may from time to time be
assigned to him by the Board of Directors.

           Section 5. VICE PRESIDENTS. A Vice President shall perform such
duties and shall have such authority as from time to time may be assigned to him
by the Board of Directors or the President.

           Section 6. THE TREASURER. Subject to the direction of the Board of
Directors, the Treasurer shall have the general care and custody of all the
funds and securities of the Corporation which may come into his hands and shall
deposit the same to the credit of the Corporation in such bank or banks or
depositories as from time to time may be designated by the Board of Directors,
and shall pay out and dispose of the same under the direction of the Board of
Directors. The Treasurer shall in general perform all duties incident to the
position of Treasurer and such other duties as may be assigned to him by the
Board of Directors or the President.

           Section 7. THE SECRETARY. The Secretary shall keep the minutes of all
proceedings of the Board of Directors and the minutes of all meetings of the
stockholders and also, unless otherwise directed by such committee, the minutes
of each committee, in books provided for that purpose, of which he shall be the
custodian; he shall attend to the giving and serving of all notices for the
Corporation; he shall have charge of the seal of the Corporation, of the stock
certificate books and such other books and papers as the Board of Directors may
direct; and he shall in general perform all the duties incident to the office of
Secretary and such other duties as may be assigned to him by the Board of
Directors or the President.


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                                   ARTICLE VI

                                      STOCK

           Section 1. FORM AND EXECUTION OF CERTIFICATES. The certificates of
shares of stock of the Corporation shall be in such form as shall be approved by
the Board of Directors. The certificates shall be signed by the President or a
Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, and shall be sealed with the seal of the Corporation. In
case any officer who has signed such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its issue.

           The Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.

           Section 2. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the Corporation
shall be made only on the stock ledger of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation and on surrender
of the certificate or certificates for such shares of stock properly endorsed
and the payment of all taxes due thereon.



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           Section 3. RECORD DATE FOR STOCKHOLDERS. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent or dissent from
any corporate action in writing without a meeting, or for the purpose of
determining the stockholders entitled to receive payment of any dividend or
other distribution or the allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion, or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a date as the record date for any such determination of stockholders, which
shall not be more than sixty (60) days nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.

                                  ARTICLE VII

                                 INDEMNIFICATION

           Section 1. ACTION, ETC., OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action




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or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contenders or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

           Section 2. ACTIONS, ETC., BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.



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           Section 3. DETERMINATION OF RIGHT OF INDEMNIFICATION. Any
indemnification under Section 7.1 or 7.2 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 7.1 and 7.2. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

           Section 4. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 7.1 or 7.2, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

           Section 5. PREPAID EXPENSES. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.



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           Section 6. OTHER RIGHTS AND REMEDIES. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

           Section 7. INSURANCE. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

           Section 8. CONSTITUENT CORPORATIONS. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.



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           Section 9. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.


                                  ARTICLE VIII

                                WAIVER OF NOTICE

           Any person may waive any notice required to be given by law, in the
Certificate of Incorporation or under these By-Laws (i) by attendance in person,
or by proxy if a stockholder, at any meeting, except when such person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened, or (ii) by a signed writing or electronic transmission by the person
or persons entitled to said notice, whether before or after the time stated in
said notice, which waiver shall be deemed equivalent to such notice. Neither the
business to be transacted at, nor the purpose of, any regular special meeting of
the stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.



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                                   ARTICLE IX


                             ELECTRONIC TRANSMISSION

           Section 1. GENERAL. An electronic transmission includes any form of
communication not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved and reviewed by a recipient
thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process, including, without limitation, facsimile
transmission, electronic mail, cablegram and telegram.

           Section 2. REVOCATION OF CONSENT TO RECEIVE NOTICE BY ELECTRONIC
TRANSMISSION. Any stockholder may revoke its previous consent to receive notice
by electronic transmission or by written notice to the Corporation. In addition,
any consent to receive notices by electronic transmission shall be deemed
revoked if (1) the Corporation is unable to deliver by electronic transmission
two consecutive notices given by the Corporation in accordance with such consent
and (2) such inability becomes known to the Secretary or an Assistant Secretary
of the Corporation or to the transfer agent, or other person responsible for the
giving of notice; provided, however, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action.

           Section 3. DEEMED WRITTEN, SIGNED AND DATED NOTICES. An electronic
transmission consenting to an action to be taken and transmitted by a
stockholder or proxyholder, or by a person or persons authorized to act for a
stockholder or proxyholder, shall be deemed to be written, signed and dated for
the purposes of this section, provided that any such electronic transmission
sets forth or is delivered with information from which the Corporation can
determine (1) that the electronic transmission was transmitted by the
stockholder or proxyholder, or by a person or persons authorized to act for the
stockholder or proxyholder, and (2) the date on which such stockholder or
proxyholder or authorized person or persons transmitted such electronic
transmission.


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           No stockholder consent given by electronic transmission shall be
deemed to have been delivered until such consent is reproduced in paper form and
until such paper form shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested. Notwithstanding the foregoing
limitations on delivery, consents given by electronic transmission, may be
otherwise delivered to the principal place of business of the Corporation or to
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded if, to the extent and in
the manner provided by resolution of the Board of Directors of the Corporation.

           Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

                                   ARTICLE X

                                    CONTRACTS

           The Board of Directors may authorize any officer or officers, agent
or agents, in the name and on behalf of the Corporation, to enter into or
execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.



                                      -20-
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                                   ARTICLE XI

                                 CORPORATE SEAL

The seal of the Corporation shall be circular in form and contain the name of
the Corporation, the words "Corporate Seal" and "Allion Healthcare, Inc." and
the year of incorporation of the Corporation, which seal shall be in charge of
the Secretary to be used as directed by the Board of Directors.

                                  ARTICLE XII

                                   FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors. Unless otherwise fixed by the Board of
Directors, the fiscal year of the Corporation shall commence on the first day of
January of each year (except for the Corporation's first fiscal year which shall
commence on the date of incorporation) and shall terminate, in each case, on
December 31.




                                      -21-
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                                  ARTICLE XIII


                             VARIATIONS IN PRONOUNS

All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context requires.

                                  ARTICLE XIV

                                   AMENDMENTS

The Board of Directors shall have power to adopt, amend or repeal By-Laws.
By-Laws adopted by the Board of Directors may be repealed or changed, and new
By-Laws made, by stockholder action.

                                   ARTICLE XV

                          CERTIFICATE OF INCORPORATION

These By-Laws shall be subject to the certificate of incorporation of the
Corporation. All references in these By-Laws to the certificate of Incorporation
of the Corporation shall be construed to mean the certificate of incorporation
of the Corporation and any certificate of designation to the certificate of
incorporation of the Corporation, as the same may be amended from time to time.





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