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                                                                     EXHIBIT 4.4

                                 RESTATED BYLAWS

                                       OF

                      HEALTHTRONICS SURGICAL SERVICES, INC.

                (CHANGING TIME FOR ANNUAL SHAREHOLDERS' MEETING)


                                   ARTICLE ONE

                                  CAPITAL STOCK

         1.1      Certificates. The Board of Directors ("Board of Directors" or
"Board") of HealthTronics, Inc. (the "Corporation") may authorize the issuance
of some or all of the shares of any of the Corporation's classes or series
without issuing certificates to represent such shares. When shares are
represented by certificates, at a minimum, each share certificate shall state on
its face:

                  (1)      the name of the Corporation and that the Corporation
is organized under the laws of Georgia;

                  (2)      the name of the person to whom the shares are issued;
and

                  (3)      the number and class of shares and the designation of
the series, if any, that the certificate represents. Share certificates shall be
numbered in the order in which they are issued, kept in a stock transfer book,
and issued in consecutive order therefrom. Share certificates shall be signed by
the President.

         When shares are not represented by certificates within a reasonable
time after the issue or transfer of such shares, the Corporation shall send the
shareholder to whom such shares have been issued a written statement of the
information required to be on certificates, as specified above.

         1.2      Transfers. Transfers of shares shall be made on the stock book
of the Corporation by the holder, in person or by power of attorney, on
surrender of the duly assigned certificate representing such shares (if the
shares are represented by a certificate). If the shares are not represented by a
certificate, then the transferee shall provide the Corporation a written
statement of the information required to be on certificates, as specified in
Section 1.1 of these bylaws.

         1.3      Voting Rights. Each outstanding share, regardless of class,
shall be entitled to one vote, except as provided in subsections (b) and (c) of
O.C.G.A. ss. 14-2-721 (GCA ss. 22-721) of the Georgia Business Corporation Code
(the "Code") or unless otherwise provided in the articles of incorporation.



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                                   ARTICLE TWO

                             SHAREHOLDERS' MEETINGS

         2.1      Date of Annual Meeting. The annual meeting for the
shareholders of the Corporation shall occur during the first or second fiscal
quarter of each year, at a time designated by the Board.

         2.2      Place, Time and Notice of Annual and Special Meetings. Annual
or special meetings of shareholders may be held within or without the State of
Georgia at such place and time as the Board of Directors may from time to time
fix or as may be specified in the notice of said meeting, upon no fewer than ten
nor more than sixty days notice either mailed to the last known address of each
shareholder or personally given to each shareholder.

         2.3      Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, the President or by any holder or
holders of at least 25% of all votes entitled to be cast on any issue proposed
to be considered at the proposed special meeting. Notice of any special meeting
of shareholders shall state the purpose or purposes for which the meeting is
called.

         2.4      Waiver of Notice. A shareholder may waive any notice required
by the Code, articles of incorporation or these bylaws before or after the date
and time of the required notice. The waiver must be in writing, signed by the
shareholder entitled to notice, and delivered to the Corporation for inclusion
in the minutes or filing with the corporate records. No such waiver of notice of
a shareholders' meeting with respect to an amendment of the articles of
incorporation pursuant to O.C.G.A. ss. 14-2-1003, a plan of merger or share
exchange pursuant to O.C.G.A. ss. 14-2-1103, a sale of assets pursuant to
O.C.G.A. ss. 14-2-1202 or any other action which would entitle the shareholder
to dissent pursuant to O.C.G.A. ss. 14-2-1302 shall be effective unless the
provisions of paragraphs (1) or (2) of subsection (c) of O.C.G.A. ss. 14-2-706
are followed. Attendance at a meeting waives objection (1) to notice or
defective notice of a meeting unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and (2) to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.

         2.5      Quorum and Action of Shareholders. At all meetings of the
shareholders, a majority of the votes entitled to be cast on a matter by a
voting group shall constitute a quorum of that voting group for action on that
matter, unless the articles of incorporation, or a provision of these bylaws
approved by the shareholders, or the Code provides otherwise. Once a share is
represented for any purpose at a meeting, other than solely to object to holding
the meeting or transacting business at the meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
If a quorum exists, action on a matter (other than the election of directors) by
a voting group is approved if the votes cast within the voting group favoring
the action exceed the votes cast opposing the action, unless the Code, the
articles of incorporation, or a provision of these bylaws adopted by the
shareholders under O.C.G.A. ss. 14-2-1021 requires a greater number of
affirmative votes.


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         2.6      Adjournment of Meeting. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.

         2.7      Action Without a Meeting. Any action required or permitted by
the Code to be taken at a shareholders' meeting may be taken without a meeting
if all the shareholders entitled to vote on such action, or the appropriate
percentage of shareholders designated in the articles of incorporation, sign one
or more written consents describing the action taken and the consents are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. No such written consent shall be valid unless the provisions
of O.C.G.A. ss. 14-2-704(b) (GCA ss. 22-704) are followed.

                                  ARTICLE THREE

                                    DIRECTORS

         3.1      Corporate Power and Authority. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors, subject to
any limitation set forth in the articles of incorporation, bylaws approved by
the shareholders, or lawful agreements among the shareholders.

         3.2      Number and Terms. The Board of Directors shall consist of not
less that five (5) nor more than nine (9) members. The Board of Directors shall
have the authority to appoint board members to vacant board positions to fill
unexpired terms. The terms of all directors shall expire at the annual
shareholders' meeting two years following a director's election and until a
qualified successor shall be elected or until such director's death,
resignation, incapacity to serve, or removal. Directors need not be
shareholders.

         3.3      Quorum and Action. A Majority of the directors shall
constitute a quorum for the transaction of business unless the Code, the
articles of incorporation, or a provision of these bylaws authorizes a greater
number. If a quorum is present when a vote is taken, the affirmative vote of a
majority of the directors present at a meeting is the act of the Board, unless
the articles of incorporation or a provision of these bylaws require the vote of
a greater number of directors.

         3.4      Vacancies. Unless the article of incorporation or a provision
of these bylaws approved by the shareholders provides otherwise, if a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number of directors, the shareholders or the Board of Directors may fill
the vacancy, whichever group shall act first. If the directors remaining in
office do not constitute a quorum of the Board, the directors may fill the
vacancy by the affirmative vote of a majority of all the directors remaining in
office.

         3.5      Notice, Waiver of Notice. The directors shall meet annually,
without notice required of the date, time, place or purpose of the meeting, at
the same place as and following the annual meeting of the shareholders. Special
meeting of the directors may be called at any time by the President or by any
two directors, on at least two days' notice, which notice shall specify the
date, time, and place of the meeting. The notice need not state the purpose of
the special meeting. A director may waive any notice required by the Code, the
articles of incorporation, or these bylaws before or after


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the date and time of the required notice. The waiver must be in writing, signed
by the director entitled to the notice, and delivered to the Corporation for
inclusion in the minutes or filing with the corporate record. A director's
attendance at or participation in a meeting waives any required notice unless
the director at the beginning of the meeting (or promptly upon arrival) objects
to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

         3.6      Action Without Meeting. Unless the article of incorporation or
a provision of these bylaws provided otherwise, any action required or permitted
by the Code to be taken at a Board of Directors' meeting may be taken without a
meeting, if the action is taken by all members of the Board. The action must be
evidenced by one or more written consents describing the action taken, signed
by each director, and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records.

         3.7      Removal by Shareholders. The shareholders may remove one or
more directors from office, with or without cause, by a majority of the votes
entitled to be cast unless the articles of incorporation or a provision of these
bylaws adopted by the shareholders provides otherwise.

                                  ARTICLE FOUR

                                    OFFICERS

         4.1      Officers. The officers of the Corporation may consist of a
President, a Secretary, and a Treasurer. The officers shall be appointed by the
directors or by any duly appointed officer who is designated by the Board to
appoint one or more officers or assistant officers.

         4.2      President. The President shall be the chief executive officer
of the Corporation and shall have general and active management of the operation
of the Corporation. The President shall be responsible for the administration of
the Corporation, including general supervision of the policies of the
Corporation, general and active management of the financial affairs of the
Corporation, and shall execute bonds, mortgages, or other contracts under the
seal of the Corporation. The President shall perform such other duties and have
such other powers as the Board of Directors may from time to time delegate.

         4.3      Secretary. The Secretary shall keep minutes of all meetings of
the shareholders and directors and have charge of the minute books, stock books,
and seal of the Corporation, shall authenticate all documents, as needed, and
shall perform such other duties, and have such other powers as the President or
the Board of Directors may form time to time delegate.

         4.4      Treasurer. The Treasurer shall be charged with the management
of the financial affairs of the Corporation and shall have the power to
recommend to the President action concerning the Corporation's affairs.

         4.5      Assistant Officers. Assistants to the Secretary and Treasurer
or other officers may be appointed by the President or other duly designated
officer, and shall have such duties as the President or other duly designated
officer or the Board of Directors shall delegate.

         4.6      Vice Presidents. The Corporation may have one or more Vice
Presidents, appointed by the Board of Directors, or other duly designated


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officer, who shall perform such duties as the President or the Board of
Directors may delegate.

         4.7      Disallowed Payments. Any payment made to an officer of the
Corporation such as commission, bonus, interest, rent, or entertainment expense
incurred by such officer, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service, shall be reimbursed by such
officer to the Corporation to the full extent of such disallowance. It shall be
the duty of the directors, as a Board, to enforce payment by the officer of each
such amount disallowed. In lieu of payment by the officer, subject to the
determination of the directors, proportionate amounts may be withheld from
future compensation payments until the amount owed to the Corporation has been
recovered.

         4.8      Removal. The Board of Directors may remove any officer at any
time, with or without cause.

                                  ARTICLE FIVE

                                      SEAL

         The seal of the Corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the Corporation followed by the
word "Seal" enclosed in parentheses or scroll, shall be deemed the seal of the
Corporation. The seal shall be in the custody of the Secretary and affixed by
the Secretary or by the Secretary's assistants on the certificates of stock and
other appropriate papers.

                                   ARTICLE SIX

                                   AMENDMENTS

         (a)      Unless the articles of incorporation or the Code provides
otherwise, or the shareholders in amending or repealing a particular bylaw
provide expressly that the Board of Directors may not amend or repeal that
bylaw, the Board of Directors may amend the bylaws if the voting requirements
provided in Section 3.3 of these bylaws are satisfied, except as provided below.
The shareholders also may amend or repeal the Corporation's bylaws or adopt new
bylaws if the voting requirements in Section 2.5 of these bylaws are satisfied.
Unless the articles of incorporation or a provision of these bylaws provides
otherwise, a bylaw that fixes a greater quorum or voting requirement for the
Board of Directors may be adopted, amended, or repealed by the shareholders only
by the affirmative vote of a majority of the votes entitled to be cast or only
by a majority of the entire Board of Directors. A bylaw adopted or amended by
the shareholders that fixes a greater quorum or voting requirement for the Board
of Directors may provide that it may be amended or repealed only by a specified
vote of either the shareholders or the Board of Directors.

         (b)      Any provision of these bylaws limiting the authority of the
Board of Directors, establishing staggered terms for directors, or fixing a
greater quorum or voting requirement for shareholders (except as provided in
O.C.G.A ss.ss. 14-2-1113 (GCA ss. 22-1113) or 14-2-1133 (GCA ss. 22-1133)) shall
be adopted, amended or repealed only by the shareholders. The shareholders may
provide by resolution that any bylaw provision repealed or amended by them may
not be repealed or amended by the Board of Directors.

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         I hereby certify that the foregoing is a true and correct copy of the
bylaws of HealthTronics, Inc. duly adopted by the Board of Directors of the
Corporation on the 19th day of April, 2001.




                                                    /s/ Scott A. Cochran
                                                    ----------------------------
                                                    SCOTT A. COCHRAN, Secretary