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                                                                    EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION

                                       OF

                          AMERICAN HEALTHCHOICE, INC.
               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

The undersigned, being the President and Secretary of American HealthChoice,
Inc., a New York Corporation, do hereby certify and set forth:

        I.      The name of the corporation (hereinafter called the
"Corporation") is AMERICAN HEALTHCHOICE, INC.  The Corporation's Certificate of
Incorporation was filed on September 14, 1988 under the name Paudan, Inc.

        II.     The certificate of incorporation of the Corporation authorizes
the issuance of 5,000,000 shares of Preferred Stock of a par value of $.001 per
share and expressly vests in the Board of Directors of the Corporation the
authority provided therein to issue any or all of said shares in one or more
series and by resolution or resolutions to establish the designation, number,
full or limited voting powers, or the denial of voting powers, preferences and
relative, participating, optional, and other special rights and the
qualifications, limitations, restrictions, and other distinguishing
characteristics of each series to be issued.

        III.    The Board of Directors of the Corporation, pursuant to the
authority expressly vested in it as aforesaid, has adopted the following
resolutions creating a Series A issue of Preferred Stock and the Certificate of
Incorporation is hereby amended to create such Series A issue of Preferred
Stock:

        RESOLVED, that Fifteen Thousand (15,000) of the Five Million (5,000,000)
authorized shares of Preferred Stock of the Corporation shall be designated
Series A Preferred Stock (the "Series A Preferred Stock") and shall possess the
rights and privileges set forth below:

                A.      Stated Value.

                        Each share of Series A Preferred Stock shall have a
stated (face) value of $1,000.00.

                B.      Dividends.

                        1.      The holder of each issued and outstanding share
of Series A Preferred Stock shall be entitled to receive, when and as declared
by the Board of Directors of the Corporation, out of the assets at the time
legally available for such purpose, dividends at a rate of four percent (4%)
per annum on the stated value, payable semi-annually at the Company's option in
cash or in shares of the Common Stock of the Corporation at a dividend
conversion price equal to the lesser of $15.00 per share or the average closing
bid price for the five (5) trading days prior to payment; provided, however
that in no event shall the dividend conversion price be
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less than $7.50. Such dividends shall accumulate until paid to the holders. If
any dividends payable on the Series A Preferred Stock with respect to any
dividend payment period are not paid for any reason, the right of the holders
of the Series A Preferred Stock to receive payment of such dividend shall not
lapse or terminate, but said unpaid dividend or dividends shall be added to the
stated value of the Series A Preferred Stock effective at the beginning of the
semi-annual period next succeeding the semi-annual period as to which such
dividends were not paid, and shall thereafter accrue additional dividends at
the above-stated dividend rate. Any dividend payment made on the Series A
Preferred Stock shall be credited against the earliest accrued but unpaid
dividend which has been added to the stated value of the Series A Preferred
shares and shall reduce the stated value by the amount of the dividend paid. No
dividends shall be declared or paid with respect to the Corporation's Common
Stock (other than a dividend payable solely in Common Stock of the Corporation),
or upon any other class of Preferred Stock of the Corporation with a dividend
preference subordinate to the dividend preference of the Series A Preferred
Stock, unless a dividend of equal or greater amount per share (on an
as-if-converted to Common Stock basis) is first declared and paid with respect
to the Series A Preferred Stock.

                2.      No dividends shall be paid on the Series A Preferred 
Stock if such payment would violate New York law.

        C.      Liquidation Preference.

                1.      In the event of any liquidation, dissolution or
winding-up of the Corporation, either voluntary or involuntary (a
"Liquidation"), the holders of shares of the Series A Preferred Stock then
issued and outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its shareholders, whether from
capital, surplus or earnings, before any payment shall be made to the holders
of shares of the Common Stock or upon any other series of Preferred Stock of
the Corporation with a liquidation preference subordinate to the liquidation
preference of the Series A Preferred Stock, an amount equal to one thousand
dollars ($1,000) per share, plus an amount equal to any unpaid dividends
accumulated and unpaid on each such share to and including the date of
distribution on such share. If, upon any Liquidation of the Corporation, the
assets of the Corporation available for distribution to its shareholders shall
be insufficient to pay the holders of shares of the Series A Preferred Stock
and the holders of any other series of Preferred Stock with a liquidation
preference equal to the liquidation preference of the Series A Preferred Stock
the full amounts to which they shall respectively be entitled, the holders of
shares of the Series A Preferred Stock and the holders of any other series of
Preferred Stock with liquidation preference equal to the liquidation preference
of the Series A Preferred Stock shall receive all of the assets of the
Corporation available for distribution and each such holder of shares of the
Series A Preferred Stock and the holders of any other series of Preferred Stock
with a liquidation preference equal to the liquidation preference of the Series
A Preferred Stock shall share ratably in any distribution in accordance with
the amounts due such shareholders. After payments shall have been made to the
holders of shares of the Series A Preferred Stock of the full amount to which
they shall be entitled, as aforesaid, the holders of shares of the Series A
Preferred Stock shall be entitled to no further distributions thereon and the
holders of shares of the Common Stock and of shares of any other series of
stock of the Corporation shall be entitled to share, according to their
respective rights and preferences, in all remaining assets of the Corporation
available for distribution to its shareholders.


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                2.      A merger or consolidation of the Corporation with or
into any other corporation, or a sale, lease, exchange, or transfer of all or
any part of the assets of the Corporation which shall not in fact result in the
liquidation (in whole or in part) of the Corporation and the distribution of
its assets to its shareholders shall not be deemed to be a voluntary or
involuntary liquidation (in whole or in part), dissolution, or winding-up of
the Corporation.

        D.      Conversion of Series A Preferred Stock.

                The holders of Series A Preferred Stock shall have the
following conversion rights:

                1.      Right to Convert.  Each share of Series A Preferred
Stock shall be convertible, on the Conversion Dates and at the Conversion Prices
set forth below, into fully paid and nonassessable shares of Common Stock.

                2.      Mechanics of Conversion.  Each holder of Series A
Preferred Stock who desires to convert the same into shares of Common Stock
shall provide notice ("Conversion Notice") via telecopy to the Corporation. The
original Conversion Notice and the certificate or certificates representing the
Series A Preferred Stock for which conversion is elected, shall be delivered to
the Corporation by international courier, duly endorsed. The date upon which a
Conversion Notice is properly received by the Corporation shall be a "Notice
Date."

        The Corporation shall use its best efforts to issue and deliver within
three (3) business days after the Notice Date, to such holder of Series A
Preferred Stock at the address of the holder on the stock books of the
Corporation, a certificate or certificates for the number of shares of Common
Stock to which the holder shall be entitled as aforesaid; provided that the
original shares of Series A Preferred Stock to be converted are received by the
transfer agent or the Corporation within three business days after the Notice
Date and the person or persons entitled to receive the shares of Common Stock
issuable upon such comversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on such date. If the original
shares of Series A Preferred Stock to be converted are not received by the
transfer agent or the Corporation within three business days after the Notice
Date, the Conversion Notice shall become null and void.

                3.      Conversion Dates.  The Series A Preferred Stock shall
become convertible into shares of Common Stock at any time commencing sixty
(60) days after the date of issuance of the shares to be converted (the
"Conversion Date").

                4.      Conversion Price.  In the event accrued dividends have
been paid, the shares of Series A Preferred Stock shall be convertible into the
number of shares of Common Stock according to the following formula.

                                   N x 1,000
                                   ---------
                                Conversion Price

        N = the number of shares of the Series A Preferred Stock for which


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                        conversion is being elected.

        Conversion
        Price           the lesser of (x) $15.00 or (y) the average closing bid
                        price of the Corporation's Common Stock for the five (5)
                        trading days immediately preceding the Notice Date;
                        provided, however, that in no event shall the Conversion
                        Price be less than $7.50; and provided, further, that in
                        all cases the Corporation shall pay all accumulated but
                        unpaid dividends with respect to the shares of Series A
                        Preferred Stock being converted.

                5.      Automatic Conversion.  Each share of Series A Preferred
Stock outstanding on July 31, 1998 automatically shall be converted into Common
Stock on such date at the Conversion Price then in effect, and July 31, 1998
shall be deemed to be the Notice Date with respect to such conversion.

                6.      Fractional Shares.  No fractional share shall be issued
upon the conversion of any shares, share or fractional share of Series A
Preferred Stock. All shares of Common Stock (including fractions thereof)
issuable upon conversion of shares (or fractions thereof) of Series A Preferred
Stock by 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 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 the closing bid price of the Corporation's
Common stock on the Notice Date multiplied by such fraction.

                7.      Reservation of Stock Issuable Upon Conversion.  The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all then outstanding shares of the Series A Preferred Stock; and
if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares
of the Series A Preferred Stock, the Corporation will take such corporate
action as may be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.

                8.      Adjustment to Conversion Price.

                        (a)  If, prior to the conversion of all shares of
Series A Preferred Stock, the number of outstanding shares of Common Stock is
increased by a stock split, stock dividend, or other similar event, the
Conversion Price shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, the Conversion Price shall
be proportionately increased.

                        (b)  If, prior to the conversion of all shares of
Series A Preferred Stock, there shall be any merger, consolidation, exchange of
shares, recapitalization, 



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reorganization, or other similar event, as a result of which shares of Common
Stock of the Corporation shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities of the
Corporation or another entity, then the holders of Series A Preferred Stock
shall thereafter have the right to purchase and receive upon conversion of
shares of Series A Preferred Stock, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such shares of stock and/or
securities as may be issued or payable with respect to or in exchange for the
number of shares of Common Stock immediately theretofore purchasable and
receivable upon the conversion of shares of Series A Preferred Stock held by
such holders had such merger, consolidation, exchange of shares,
recapitalization or reorganization not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the holders of the Series A Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series A Preferred Stock) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof. The Corporation shall not effect any
transaction described in this subsection unless the resulting successor or
acquiring entity (if not the Corporation) assumes by written instrument the
obligation to deliver to the holders of the Series A Preferred Stock such shares
of stock and/or securities as, in accordance with the foregoing provisions, the
holders of the Series A Preferred Stock may be entitled to purchase.

                (c)     If any adjustment under this subsection would create a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded and the number of
shares of Common Stock issuable upon conversion shall be the next higher
number of shares.

                E.      Voting. Except as otherwise provided below or by the
General Corporation Law of the State of New York, the holders of the Series A
Preferred Stock shall have no voting power whatsoever, and no holder of Series
A Preferred Stock shall vote or otherwise participate in any proceeding in which
actions shall be taken by the Corporation or the shareholders thereof or be
entitled to notification as to any meeting of the Board of Directors or the
shareholders. 

                F.      Protective Provisions. So long as shares of Series A
Preferred Stock are outstanding, the Corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least a majority of the then outstanding shares of Series A
Preferred Stock:

                (a)     alter or change the rights, preferences or privileges
of the shares of Series A Preferred Stock so as to affect adversely the Series
A Preferred Stock;

                (b)     create any new class or series of stock or issue any
capital stock senior to or having a preference over the Series A Preferred
Stock with respect to dividends, payments upon Liquidation (as provided for in
Section B of this Designation) or redemption, except for a class of stock
approved by J.P. Carey Enterprises, Inc.;

                (c)     do any act or thing not authorized or contemplated by
this Designation which would result in taxation of the holders of the shares of
the Series A Preferred Stock under Section 305 of the Internal Revenue Code of
1986, as amended (or any comparable provision of the Internal Revenue Code as
hereafter from time to time amended); or 


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                (d)     enter into a merger in which the Corporation is not the
surviving corporation; provided, however, that the provisions of this
subparagraph (e) shall not be applicable to any such merger if the authorized
capital stock of the surviving corporation immediately after such merger shall
include only classes or series of stock for which no such consent or vote would
have been required pursuant to this section. If such class of series had been
authorized by the Corporation immediately prior to such merger or which have
the same rights, preferences and limitations and authorized amount as a class
or series of stock of the Corporation authorized (with such consent or voice of
the Series A Preferred Stock) prior to such merger and continuing as an
authorized class or series at the time thereof.

        G.      Status of Converted Stock. In the event any shares of Series A
Preferred Stock shall be converted as contemplated by this Designation, the
shares so converted shall be canceled, shall return to the status of authorized
but unissued Preferred Stock of no designated class or series, and shall not be
issuable by the Corporation as Series A Preferred Stock.

        H.      Taxes. All shares of Common Stock issued upon conversion of
Series A Preferred Stock will be validly issued, fully paid and nonassessable.
The Corporation shall pay any and all documentary stamp or similar issue or
transfer taxes that may be payable in respect of any issue or delivery of
shares of Common Stock on conversion of Series A Preferred Stock pursuant
hereto. The Corporation shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that in which the Series A
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such transfer has paid to
the Corporation the amount of any such tax or has established to the
satisfaction of the Corporation that such tax has been paid or that no such tax
is payable. The Corporation shall adjust the amount of dividends paid or
accrued so as to indemnify the holders of Preferred Stock against any
withholding or similar tax in respect of such dividends.

        FURTHER RESOLVED, that the statements contained in the foregoing
resolutions creating and designating the said Series A Preferred Stock and
fixing the number, powers, preferences and relative, optional, participating,
and other special rights and the qualifications, limitations, restrictions, and
other distinguishing characteristics thereof shall, upon the effective date of
said series, be deemed to be included in and be a part of the certificate of
incorporation of the Corporation pursuant to the provisions of Sections
502(d)(3) and 805 of the Business Corporation Law of the State of New York.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury on August 7, 1996.

                                American HealthChoice, Inc.

                            By: /s/ DR. J. W. STUCKI
                                ----------------------------------
                                Dr. J. W. Stucki, President & CEO



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/s/ Randy Johnson
----------------------------------
Randy Johnson, Secretary









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                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                          AMERICAN HEALTHCHOICE, INC.

                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW






AMERICAN HEALTHCHOICE, INC.
1300 W. WALNUT LANE
STE 275
IRVING TX 75038







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