EXHIBIT 3.3

                                  AMENDMENT TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                     UNITED PAYORS & UNITED PROVIDERS, INC.

                       (Pursuant to 8 Del C. Section 242)

United Payors & United Providers, Inc., a corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the "Corporation")
does hereby certify that:

FIRST, a Certificate of Incorporation was initially filed by the Corporation on
April 15, 1996 with the Office of the Secretary of the State of Delaware.

SECOND, that the Board of Directors of the Corporation, in accordance with the
provisions of Section 242 of the Delaware General Corporation Law, duly adopted
resolutions setting forth an amendment (the "Amendment") to the Certificate of
Incorporation, declared said amendment to be advisable and called a meeting of
stockholders of the Corporation for consideration thereof. The Amendment to the
Corporation's Certificate of Incorporation proposed by these resolutions is as
follows:

1.   Amend Article FIFTH by repealing Section C of such Article.

2.   Repeal Article EIGHTH.

3.   Repeal Article NINTH.

4.   Amend Article SIXTH, Section D to provide as follows:

          "D. Subject to the rights of holders of any series of Preferred Stock
     then outstanding, any Director, or the entire Board of Directors, may be
     removed from office at any time, but only for cause and only by the
     affirmative vote of the holders of at least sixty-six and two-thirds
     percent (66 2/3%) of the voting power of all of the then-outstanding
     shares of capital stock of the Corporation entitled to vote generally in
     the election of Directors, voting together as a single class."

5.   Amend Article SEVENTH to provide as follows:

               "SEVENTH: The Board of Directors is expressly empowered to adopt,
     amend or repeal the Bylaws of the Corporation. Any adoption, amendment or
     repeal of the Bylaws of the Corporation by the Board of Directors shall
     require the approval of a majority of the Whole Board. The stockholders
     shall also have power to adopt, amend or repeal the Bylaws of the
     Corporation; provided, however, that, in addition to any vote of the
     holders of any class or series of stock of this Corporation required by
     law or by this Certificate of Incorporation, the affirmative vote of the
     holders of at least sixty-six and two-thirds percent (66 2/3%) of the
     voting power of all of the then-outstanding shares of the capital stock of
     the Corporation entitled to vote generally in the election of Directors,


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     voting together as a single class, shall be required for
     the stockholders to adopt, amend or repeal any provisions of the Bylaws of
     the Corporation."

6.   Amend Article TWELFTH to provide as follows:

               "TWELFTH: The Corporation reserves the right to amend or repeal
     any provision contained in this Certificate of Incorporation in the manner
     prescribed by the laws of the State of Delaware and all rights conferred
     upon stockholders are granted subject to this reservation; provided,
     however, that, notwithstanding any other provision of this Certificate of
     Incorporation or any provision of law which might otherwise permit a lesser
     vote or no vote, but in addition to any vote of the holders of any class or
     series of the stock of this Corporation required by law or by this
     Certificate of Incorporation, the affirmative vote of the holders of at
     least sixty-six and two-thirds percent (66 2/3%) of the voting power of all
     of the then-outstanding shares of the capital stock of the Corporation
     entitled to vote generally in the election of Directors, voting together as
     a single class, shall be required to amend or repeal this Article TENTH,
     Section C of Article FOURTH, Section C of Article FIFTH, Article SIXTH,
     Article SEVENTH or Article EIGHTH."


THIRD, that thereafter on June 15, 1999, an Annual Meeting of Stockholders of
the Corporation was duly called and held, upon notice and in accordance with
Section 222 of the Delaware General Corporation Law, at which meeting the
necessary number of shares as required by the Delaware General Corporation Law
were voted in favor of the Amendment.

FOURTH, the Amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.



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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
its President and Co-Chief Executive Officer and attested by its Corporate
Secretary on this 27th day of June, 1999.

                                         United Payors & United Providers, Inc.



                                   By:    /s/   EDWARD S. CIVERA
                                     ----------------------------------------
                                     Edward S. Civera
                                     President and Co-Chief Executive Officer
Attest:


 /s/   Joseph M. Mott
------------------------
Joseph M. Mott
Corporate Secretary
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