EXHIBIT 3.3

                                    EXHIBIT A

                            STATEMENT OF DESIGNATION
                        OF RIGHTS AND PREFERENCES OF THE
                     SERIES A CONVERTIBLE PREFERRED STOCK OF
                             HENLEY HEALTHCARE, INC.

       We, being respectively the President and Secretary of Henley Healthcare,
Inc. a corporation organized and existing under and by virtue of the Texas
Business Corporation Act of the State of Texas (hereinafter the "Corporation"),
DO HEREBY CERTIFY:

FIRST:

That pursuant to authority expressly granted and vested in the Board of
Directors of said Corporation by Article 213 of the Texas Business Corporation
Act and the provisions of the Articles of Incorporation, said Board of
Directors, on March 13th, 1998, adopted the following resolution setting forth
the designations, powers, preferences and rights of its Series A Convertible
Preferred Stock (the "Statement of Designation").

RESOLVED: That the designations, powers, preferences and rights of the Series A
Convertible Preferred Stock be, and they hereby are, as set forth below:

1.    NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK.

      The Corporation hereby authorizes the issuance of up to 5,000 (five
thousand) shares of Series A Convertible Preferred Stock par value $.10 per
share (the "Preferred Stock"). This Preferred Stock shall pay an annual dividend
of 4%, payable quarterly on each subsequent March 31st, June 30th, September
30th and December 31st, and shall be payable in cash or shares of Common Stock
at the Corporation's option.

      Any outstanding Preferred Stock shall be converted automatically on the
terms pursuant to Section 5(a) of this Statement of Designation, three (3) years
from the date of issue.
<PAGE>
2. VOTING.

(a) Except as provided by law, by the provisions of Subparagraph 2(b) below,
holders of Preferred Stock (the "Holders") shall not have the right to vote on
any matter affecting the Corporation.

(b) The Corporation shall not amend, alter or repeal the preferences, special
rights or other powers of the Preferred Stock so as to affect adversely the
Preferred Stock, without the written consent or affirmative vote of the Holders
of at least a two thirds majority of the then outstanding shares of Preferred
Stock to be affected by amendment, alteration or repeal, given in writing or by
vote at a meeting, consenting or voting (as the case may be,) separately as a
class. For this purpose, without limiting the generality of the foregoing, the
authorization or issuance of any series of preferred stock with preference or
priority over or on a parity with the Preferred Stock as to the right to receive
either dividends or amounts distributable upon liquidation, dissolution or
winding up of the Corporation shall not be deemed to affect adversely the
designated class of Preferred Stock.

       3. LIQUIDATION.

In the event of a voluntary or involuntary dissolution, liquidation, or winding
up of the Corporation, the Holders of Preferred Stock shall be entitled to
receive out of the assets of the Corporation legally available for distribution
to holders of its capital stock, before any payment or distribution shall be
made to holders of Common Stock or any other class of stock ranking junior to
the Preferred Stock, an amount per share of Preferred Stock equal to $1,000 (the
"Stated Value") plus any accrued and unpaid dividends. If upon such liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the assets to be distributed among the Holders of Preferred Stock shall be
insufficient to permit payment to the Holders of Preferred Stock of the amount
distributable as aforesaid, then the entire assets of the Corporation to be so
distributed shall be distributed ratably among the Holders of Preferred Stock.
Upon any such liquidation, dissolution or winding up of the Corporation, after
the Holders of Preferred Stock shall have been paid in full the amounts to which
they shall be entitled, the remaining net assets of the Corporation may be
distributed to the Holders of stock ranking on liquidation junior to the
Preferred Stock. Written notice of such liquidation, dissolution or winding up,
stating a payment date, the amount of the liquidation payments and the place
where said liquidation payments shall be payable, shall be given by mail,
postage prepaid or by telex or facsimile to non-U.S. residents, not less than 10
days prior to the payment date stated therein, to the Holders of record of
Preferred Stock, such notice to be addressed to each such Holder at its address
as shown by the records of the
<PAGE>
Corporation. For purposes hereof the Common Stock, shall rank on liquidation
junior to the Preferred Stock.

4. RESTRICTIONS.

The Corporation will not modify the terms of the Preferred Stock at any time
when shares of Preferred Stock are outstanding, without the approval of the
Holders of at least a two thirds majority of the then outstanding shares of
Preferred Stock given in writing or by vote at a meeting, consenting or voting
(as the case may be) separately as a series, except where the vote or written
consent of the Holders of a greater number of shares of the Corporation is
required by law or by the Corporation's Articles of Incorporation, as amended,
provided, however, that pursuant to the power granted to them in the
Corporation's Articles of Incorporation, the Corporation's Board of Directors
may, without approval of any of the Holders of the Preferred Stock, resolve to:
(i) increase the number of shares of the Preferred Stock issuable under this
Statement of Designation, or (ii) decrease the number of shares of Preferred
Stock issuable under this Statement of Designation to the number of shares of
Preferred Stock then outstanding.

5. OPTIONAL CONVERSION.

The Holders of shares of Preferred Stock shall have the following conversion
rights:

(a) RIGHT TO CONVERT: CONVERSION PRICE, Subject to the terms, conditions, and
restrictions of this Section 5, the Holder of any share or shares of Preferred
Stock shall have the right to convert each such share of Preferred Stock into a
number of shares of Common Stock equal to the Stated Value of the Preferred
Stock plus all accrued but unpaid dividends of such share or shares of Preferred
Stock divided by the "Conversion Price" which shall be equal to the lesser of
(i) 75% of the average closing bid price of the Common Stock (the "Average
Closing Price"), during the period of five trading days immediately preceding
the date of conversion (the "Conversion Date"), or (ii) 100% of the closing bid
price of the Common Stock on the original issuance date of such share of shares
of Preferred Stock (the "Issuance Date"). Notwithstanding the above, the
Conversion Price shall not be lower than $2.90 (the "Conversion Floor"). If at
any time the Company's Common Stock is not listed for trading on The Nasdaq
SmallCap Market, The Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange, the Conversion Price requirement in alternative (i)
above shall be reduced to 65% of the Average Closing Price and the Conversion
Floor shall not apply. All such bid price information referred to herein shall
be as reported by the Nasdaq SmallCap Market or any other such exchange or
quotation system on which the Common Stock is then listed for trading.

If at any time the Preferred is outstanding, the closing bid price of the
Company's Common Stock for ten (10) consecutive trading days is lower than
$2.90, the Company
<PAGE>
shall pay to the Holders of the Preferred Stock a cash penalty of 2% per month
of the outstanding Stated Value of the Preferred. The cash penalty shall
commence on the eleventh (11) day the Common Stock trades lower than $2.90, and
shall continue until such time the Common Stock trades at a closing bid of no
lower than $3.89 for ten (10) consecutive days. The cash penalty shall be paid
on the thirtieth (30th) day following the day the penalty commences, and on each
thirty (30) days thereafter. For purposes of receipt of the penalty, the Holders
of the Preferred stock shall be creditors of the Corporation.

(b) CONVERSION DATES, The Holder of any share or shares of Preferred Stock may
convert cumulatively any of such shares as follows: on the earlier of the date
on which a registration statement covering the resale of the Common Stock
issuable upon conversion of the Preferred Stock is declared effective by the
Commission or, 100 days following the Issuance Date. The 4% dividend shall be
waived by the Holder for any conversion by such Holder prior to 6 months after
the Issuance Date.

(c) CONVERSION NOTICE. The right of conversion shall be exercised by the Holder
thereof by telecopying or faxing an executed and completed written notice (the
"Conversion Notice") to the Corporation that the Holder elects to convert a
specified number of shares of Preferred Stock representing a specified Stated
Value thereof into Common Stock and by delivering by express courier the
original Conversion Notice and a certificate or certificates of Preferred Stock
being converted to the Corporation at its principal office (or such other office
or agency of the Corporation as the Corporation may designate by notice in
writing to the Holders of the Preferred Stock), together with a statement of the
name or names (with address) in which the certificate or certificates for shares
of Common Stock shall be issued. The business date indicated on a Conversion
Notice which is telecopied to and received by the Corporation in accordance with
the provisions hereof shall be deemed a Conversion Date. The Conversion Notice
shall include therein the Stated Value of shares of Preferred Stock to be
converted, and a calculation (a) of the Average Closing Bid Price, (b) the
Conversion Price, and (c) the number of shares of Common Stock to be issued in
connection with such conversion. The Corporation shall have the right to review
the calculations included in the Conversion Notice, and shall provide notice of
any discrepancy or dispute therewith within three (3) business days of the
receipt thereof. The Holder shall deliver to the Corporation an original Notice
of Conversion and the original Preferred to be converted within three (3)
business days from the date of the Notice of Conversion.

(d) ISSUANCE OF CERTIFICATES - TIME CONVERSION EFFECTED. Promptly, but in no
event more than five (5) business days, after the receipt of the Conversion
Notice referred to in Subparagraph (5)(c) and surrender of the certificate or
certificates for the share or shares of Preferred Stock to be converted, the
Corporation shall issue and deliver, or cause to be issued and delivered, to the
Holder, registered in such name or names as such Holder may
<PAGE>
direct, a certificate or certificates for the number of whole shares of Common
Stock into which such shares of Preferred Stock are converted. Such conversion
shall be deemed to have been effected as of the close of business on the date on
which such Conversion Notice shall have been received by the Corporation, and
the rights of the Holder of such share or shares of Preferred Stock shall cease,
at such time, and the person or persons in whose name or names any certificate
or certificates for shares of Common Stock shall be issuable upon such
conversion shall be deemed to have become the Holder or Holders of record of the
shares represented thereby. Issuance of shares of Common Stock issuable upon
conversion which are requested to be registered in a name other than that of the
registered Holder shall be subject to compliance with all applicable federal and
state securities laws. The Company shall pay a penalty of $10.00 per $1,000.00
stated value of Preferred Stock for every day subsequent to five (5) business
days after the latter of (i) the receipt of an original Conversion Notice and
(ii) the receipt of the original certificate or certificates representing the
share or shares of Preferred Stock that the Company fails to send the Common
Stock to the Holder by overnight courier.

(e) FRACTIONAL SHARES. No fractional shares shall be issued upon conversion of
any Preferred Stock into Common Stock. All fractional shares shall be aggregated
and then rounded down to the nearest whole share. In case the number of shares
of Preferred Stock represented by the certificate or certificates surrendered
pursuant to Subparagraph 5(a) exceeds the number of shares converted, the
Corporation shall, upon such conversion, execute and deliver to the Holder, at
the expense of the Corporation, a new certificate or certificates for the number
of shares of Preferred Stock represented by the certificate or certificates
surrendered which are not to be converted.

(f) REORGANIZATION OR RECLASSIFICATION. If any capital reorganization or
reclassification of the capital stock of the Corporation shall be effected in
such a way that Holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition of such reorganization or reclassification, lawful and adequate
provisions shall be made whereby each Holder of a share or shares of Preferred
Stock shall thereupon have the right to receive, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore receivable upon the conversion of such share or shares
of Preferred Stock, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore receivable upon such conversion had such reorganization or
reclassification not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of such Holder to the end
that the provisions hereof (including without limitation provisions for
adjustments of the conversion rights) shall thereafter be applicable, as nearly
as may be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights.
<PAGE>
(g) ADJUSTMENTS FOR SPLITS, COMBINATIONS, ETC., The Conversion Price and the
number of shares of Common Stock into which the Preferred Stock shall be
convertible shall be adjusted for stock splits, combinations, or other similar
events. Additionally, an adjustment will be made in the case of an exchange of
Common Stock, consolidation or merger of the Corporation with or into another
corporation or sale of all or substantially all of the assets of the Corporation
in order to enable the Holder of Preferred Stock to acquire the kind and the
number of shares of stock or other securities or property receivable in such
event by a Holder of the Preferred Stock of the number of shares that might
otherwise have been issued upon the conversion of the Preferred Stock. No
adjustment to the Conversion Price will be made for dividends (other than stock
dividends), if any, paid on the Common Stock or for securities issued for fair
value.

6. REDEMPTION OF PREFERRED STOCK.

(a) RIGHT TO REDEEM PREFERRED STOCK. At any time, prior to receiving a
Conversion Notice, the Corporation may redeem, in whole or in part, if the
Company's share price is less than the closing bid price on the Issuance Date of
such shares, in whole or in part, the then issued and outstanding shares of
Preferred Stock, by paying to the Holder an amount (the "Redemption Price")
equal to 130% of the Stated Value of the Preferred Stock plus all accrued but
unpaid dividends of the Preferred Stock redeemed. The Corporation may not in any
circumstance redeem the Preferred Stock after receiving a Conversion Notice.

(b) NOTICE OF REDEMPTION. The Corporation shall provide each Holder of record of
the Preferred Stock with written notice of redemption, not less than five (5)
days, prior to the redemption of the Preferred Stock (the "Redemption Date").
The Redemption Notice shall contain (i) the Redemption Date, (ii) the number of
shares of Preferred Stock to be redeemed from the Holder to whom the Redemption
Notice is delivered, (iii) instructions for surrender to the Corporation of the
certificate or certificates representing the shares of Preferred Stock to be
redeemed, (iv) specification by the Corporation of the total number of shares of
Preferred Stock to be redeemed as provided in this Section 6, and (v) the
Redemption Price. In no case may the Redemption Date be more than five (5)
business days after the Redemption Notice. If the Company fails to pay to the
Holder the required amount in cash no later than the Redemption Date, the
Redemption shall for all purposes be null and void and the Holder may convert
the Preferred Stock pursuant to Section 5, and all future rights of Redemption,
as provided in this Section 6 shall be forfeited by the Company.

(c) SURRENDER OF CERTIFICATES: PAYMENT OF REDEMPTION PRICE. On or before the
Redemption Date, each Holder of the shares of Preferred Stock to be redeemed
shall surrender the required certificate or certificates representing such
shares to the Corporation, in the manner and at the place designated in the
Redemption Notice, and
<PAGE>
upon such surrender, the Redemption Price for such shares shall be paid by the
Corporation on the Redemption Date via wire transfer to the order of the person
whose name appears on such certificate or certificates as the owner thereof, and
each such surrendered certificate shall be canceled and retired. If a
certificate is surrendered and all the shares evidenced thereby are not being
redeemed, the Corporation shall issue new certificates to be registered in the
names of the person(s) whose name(s) appear(s) as the owners on the respective
surrendered certificates and deliver such certificate to such person(s).

7. ASSIGNMENT.

Subject to all applicable restrictions on transfer, the rights and obligations
of the Corporation and the Holder of the Preferred Stock shall be binding upon
and benefit the successors, assigns, heirs, administrators, and transferees of
the parties.

8. SHARES TO BE RESERVED.

The Corporation, upon the effective date of this Statement of Designation, has a
sufficient number of shares of Common Stock available to reserve for issuance
upon the conversion of all outstanding shares of Preferred Stock, pursuant to
the terms and conditions set forth in Paragraph 5. The Corporation will at all
times reserve and keep available out of its authorized Common Stock, solely for
the purpose of issuance upon the conversion of Preferred Stock as herein
provided, such number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Preferred Stock. The Corporation
covenants that all shares of Common Stock which shall be so issued shall be duly
and validly issued, fully paid and non assessable. The Corporation will take all
such action as may be required, if the total number of shares of Common Stock
issued and issuable after such action upon conversion of the Preferred Stock
would exceed the total number of shares of Common Stock then authorized by the
Corporation's Articles of Incorporation, as amended, in order to increase the
number of authorized shares of Common Stock to a number sufficient to permit
conversion of the Preferred Stock.

9. NO REISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK.

Shares of Preferred Stock which are converted into shares of Common Stock as
provided herein shall not be reissued.

10. CLOSING OF BOOKS.

The Corporation will at no time close its transfer books against the transfer of
any Preferred Stock or of any shares of Common Stock issued or issuable upon the
conversion of any shares of Preferred Stock in any manner which interferes with
the timely
<PAGE>
conversion of such Preferred Stock, except as may otherwise be required to
comply with applicable securities laws.

11. DEFINITION OF COMMON STOCK.

As used in this Statement of Designation, the term "Common Stock" shall mean and
include the Corporation's authorized Common Stock, as constituted on the date of
filing of these terms of the Preferred Stock, and shall also include any capital
stock of any class of the Corporation thereafter authorized which shall neither
be limited to a fixed sum or percentage of par value in respect of the rights of
the Holders thereof to participate in dividends nor entitled to a preference in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the corporation; provided that the shares of Common
Stock receivable upon conversion of shares of Preferred Stock shall include only
shares designated as Common Stock of the Corporation on the date of filing of
this instrument, or in case of any reorganization, reclassification, or stock
split of the outstanding shares thereof, the stock, securities or assets
provided for hereof.

The said determination of the designation, preferences and relative,
participating, optional or other rights, and the qualifications, limitations or
restrictions thereof, relating to the Preferred Stock was duly made by the Board
of Directors pursuant to the provisions of the Corporation's Articles of
Incorporation and in accordance with the provisions of the Business Corporation
Act of the State of Texas.

IN WITNESS HEREOF, this Statement of Designation has been signed by:

Michael M. Barbour, President on this 13th day of March, 1998.


/s/ MICHAEL M. BARBOUR
-----------------------------------
President,  Henley Healthcare, Inc.