Exhibit 3.4

                           COMPOSITE, AMENDED BY-LAWS
                                       OF
                              MDNY HEATHCARE, INC.

                          Article I - Name and Office

      MDNY  Healthcare,  Inc.  ("MDNY")  is the  name  of the  corporation.  Its
principal  offices will be located in the State of New York at such place as may
be fixed from time to time by the board of directors of the corporation.

                              Article II - Purpose

      The purposes of MDNY are:

            (a) To  perform  studies,  feasibility  surveys  and  planning  with
respect to the development and formation of a health  maintenance  organization;
in conjunction therewith, to accumulate, compile and analyze statistics and such
other data as will promote the health, safety and welfare of the general public;

            (b) Upon obtaining a certificate of authority from the  Commissioner
of  Health  of the  State  of New  York,  to own,  operate  and  manage a health
maintenance organization,  including providing or arranging for the provision of
comprehensive  health  services,  as defined in Article 44 of the Public  Health
Law, to an enrolled  population,  and to have and exercise all powers  necessary
and  convenient  to effect any and all of the  foregoing  purposes for which the
corporation is formed,  together with all of the powers now or hereafter granted
to it by the State of New York;  provided,  that  MDNY  shall not offer  medical
services that are morally  objectionable  to the Diocese of Rockville  Centre as
part of its basic benefit plan,  but only as a rider to ensure that each of Good
Samaritan  Hospital  Medical  Center,  St. Charles  Hospital and  Rehabilitation
Center,  Mercy  Medical  Center and St.  Francis  Hospital  and/or the  Catholic
Healthcare Network of Long Island,  Inc. ("CHNLI") shall not derive any economic
benefit from the sale of such coverage or from the  provision of such  services.
All  necessary  steps  shall be taken to  ensure  that this  provision  is fully
effectuated; and

            (c) To engage in any lawful act or activity  for which  corporations
may be organized under the Business Corporation Law of the State of New York.

                           Article III - Shareholders

Section 1. Annual Meeting:

      The annual meeting of the shareholders of this  corporation  shall be held
on the 1st day of May at 10 a.m. in each year if not a legal holiday,  and, if a
legal  holiday,  then on the next business day following at the same hour,  when
the  shareholders  shall  elect a board of  directors  and  transact  such other
business as may properly come before the meeting.

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Section 2. Place of Meetings:

      Meetings  of  shareholders  shall be held at the  principal  office of the
corporation  or at such place  within  the State of New York as the board  shall
authorize.

Section 3. Special Meetings:

      Special  meetings of the shareholders may be called by the board or by the
President  and shall be called by the  President or the Secretary at the request
in writing of a majority of the board, at the request in writing by shareholders
owning a majority in amount of the shares then issued and outstanding, or by the
Secretary upon receipt by the Secretary of any notice from a shareholder of MDNY
advising MDNY of a proposed sale of such  shareholder's MDNY stock. Such request
shall state the purpose or purposes of the proposed meeting. Business transacted
at a special meeting shall be confined to the purposes stated in the notice.

Section 4. Fixing Record Date:

      For the purpose of determining the  shareholders  entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining  shareholders  entitled  to receive  payment of any  dividend or the
allotment of any rights, or for the purpose of any other action, the board shall
fix,  in  advance,  a date as the  record  date  for any such  determination  of
shareholders.  Such date  shall not be more than  fifty  (50) nor less than (10)
days before the date of such meeting, nor more than fifty (50) days prior to any
other  action.  If no record date is fixed it shall be  determined in accordance
with the provisions of law.

Section 5. Notice of Meetings of Shareholders:

      Written notice of each meeting of shareholders  shall state the purpose or
purposes  for which the  meeting  is  called,  the  place,  date and hour of the
meeting and unless it is the annual  meeting,  shall  indicate  that it is being
issued by or at the  direction  of the person or persons  calling  the  meeting.
Notice  shall  be  given  either  personally  or by  first  class  mail  to each
shareholder  entitled to vote at such meeting,  not less than then (10) nor more
than fifty (50) days before the date of the  meeting;  provided,  however,  that
such notice may be given by use of third  class mail not fewer than  twenty-four
(24) nor more than fifty (50) days before the date of the meeting.  If action is
proposed  to be taken  that might  entitle  shareholders  to  payment  for their
shares, the notice shall include a statement of that purpose and to that effect.
If mailed,  the notice is given when  deposited in the United States mail,  with
postage  thereon  prepaid,  directed  to the  shareholder  at his  address as it
appears  on the  record of  shareholders,  or, if he shall  have  filed with the
Secretary of the  corporation a written request that notices to him be mailed to
some other address, then directed to him at such other address.

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Section 6. Waivers:

      Notice of meeting need not be given to any  shareholder who signs a waiver
of  notice,  in person or by proxy,  whether  before or after the  meeting.  The
attendance  of any  shareholder  at a  meeting,  in person or by proxy,  without
protesting  prior to the  conclusion  of the  meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

Section 7. Quorum of Shareholders:

      Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business,  provided that when
a  specified  item of business is required to be voted on by a class or classes,
the  holders  of a  majority  of the  shares  of such  class  or  classes  shall
constitute a quorum for the transaction of such specified item of business.

      When a quorum is once  present to organize a meeting,  it is not broken by
the subsequent withdrawal of any shareholders.

      The shareholders  present may adjourn the meeting despite the absence of a
quorum.

Section 8. Proxies:

      Every  shareholder  entitled  to vote at a meeting of  shareholders  or to
express  consent or dissent  without a meeting may authorize  another  person or
persons to act for him by proxy.

      Every proxy must be signed by the shareholder or his attorney-in-fact.  No
proxy  shall be valid  after  expiration  of eleven  (11)  months  from the date
thereof unless otherwise  provided in the proxy.  Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

Section 9. Qualification of Voters:

      Every  shareholder  of  record  shall  be  entitled  at every  meeting  of
shareholders  to one vote for every share  standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

Section 10. Written Consent of Shareholders:

      Any action  wherein  time is of the essence and not in lieu of a regularly
scheduled meeting,  including,  without limitation, any action to fill vacancies
in the board of  directors  pursuant  to  Article  IV,  Section  5, may be taken
without a meeting on written consent,  setting forth the action so taken, signed
by the holders of all the outstanding  shares entitled to vote thereon or signed
by such lesser  number of holders as may be provided for in the  certificate  of
incorporation.

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                        Article IV - Board of Directors

Section 1. Composition of the Board:

      The board of directors shall consist of twelve (12) members,  comprised of
the following:  (i) six (6) members elected by the holders of the Class A Common
Stock voting  separately  as a class (the "Class A  Directors");  (ii) three (3)
members elected by the holders of the Class B Common Stock voting  separately as
a class (the "Class B  Directors");  and (iii) three (3) members  elected by the
holders  of both the Class A Common  Stock and the Class B Common  Stock  voting
together as a class,  all of whom shall be  representatives  of enrollees of the
health  maintenance  organization  operated by the Company  (each,  an "Enrollee
Representative," and collectively, the "Enrollee Representatives").

Section 2. Election of Directors:

      At each annual meeting of shareholders, directors shall be elected to hold
office  until the  expiration  of the term for which he or she was  elected  and
until his or her successor has been elected and qualified.

Section 3. Meetings of the Board of Directors:

      Regular  meetings  of the  board of  directors  shall be held at least six
times  per  year.  Special  meetings  may  be  called  by the  President  of the
corporation,  by a majority  of the Class A  Directors,  or by a majority of the
Class B Directors, in each case provided that the board is notified five days in
advance of the date of the proposed meeting.

Section 4. Quorum:

      A majority of the  directors  are  required to be present at a meeting for
the board to  conduct  business.  As  permitted  by  ss.708(c)  of the  Business
Corporation  Law or any successor law, as such may be amended from time to time,
any one or more members of the board or any committee thereof may participate in
a  meeting  of the  board or any  committee  thereof  by  means of a  conference
telephone or similar communications equipment allowing all persons participating
in the  meeting to hear each other at the same time,  or by such other  means as
may be  authorized  under  any  successor  statute.  Participation  by any means
authorized by this by-law shall constitute presence in person at a meeting.

Section 5. Filling of Vacancies:

      Shareholders of the corporation  shall fill by majority vote any vacancies
developing  on  the  board  of  MDNY  between  elections;   provided,  that  the
appropriate  class or  classes  of  shareholders  shall be  responsible  for the
election of any candidate  proposed to fill any such vacancy in accordance  with
the  provisions  of Section 1 of this Article IV.  Board  members or officers so
elected shall serve until the next annual meeting of  shareholders.  The vacated
board

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member's slot shall be refilled only for the balance of the term for which he or
she had previously been elected.

Section 6. Powers:

      The board shall have all corporate  powers set forth by law to conduct and
control the affairs of the corporation,  subject to the limitations  established
by  these  by-laws,  the  articles  of  incorporation  and  the  actions  of the
shareholders.

Section 7. Terms of Office of Members of the Board:

      Directors shall serve one-year terms.

Section 8. Removal of Board Members:

      Any or all of the directors of the corporation who are Enrollee  Directors
may  be  removed  for  cause  by a  majority  vote  of the  shareholders  of the
corporation.  Any or all of the directors  elected  solely by the holders of the
Class A Common  Stock may be removed  with or without  cause solely by action of
such shareholders.  Any or all of the directors elected solely by the holders of
the Class B Common Stock may be removed  with or without  cause solely by action
of such  shareholders.  Any or all of the directors may be removed without cause
by the unanimous vote of the shareholders of the corporation.

Section 9. Resignation:

      A member  of the  board of  directors  may  resign  at any time by  giving
written notice to the board;  President or Secretary of MDNY.  Unless  otherwise
specified in such notice, the resignation shall take effect upon receipt thereof
by the board of such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

Section 10. Committees of the Board:

      The board of directors,  by resolution adopted by a majority of the entire
board,  shall  designate  from among its members:  (i) an Operations  Committee,
which  shall be  comprised  of three (3) Class A  Directors  and two (2) Class B
Directors and up to three (3) other  individuals as appointed by the board; (ii)
a Hospital  Selection  Committee,  which shall be comprised of three (3) Class A
Directors  and three  (3)  Class B  Directors;  and,  (iii) a  Medical  Delivery
Committee,  which shall be comprised off our (4) Class A Directors,  and two (2)
Class B Directors.

      With the  exception of the  Operations  Committee,  each of the  foregoing
committees  of the board of directors  shall act solely in an advisory  capacity
with respect to the board of directors. The Operations Committee, in addition to
any other powers granted to it by resolution of the board of directors, shall be
vested with the authority to perform a full review of,

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and to approve,  the annual budget of MDNY, and, only after such budget has been
approved  by the  Operations  Committee,  shall the budget be  submitted  to the
entire board of directors of MDNY,  which board must either adopt or reject such
approved budget in its entirety."

                              Article V - Officers

Section 1. Elected Officers:

      The  elected   officers  of  the   corporation   shall  be  a   President,
Vice-President,  Treasurer  and a Secretary.  The  President  shall be a Class A
Director, and the President and Vice President shall be physicians.

Section 2. Terms of Office:

      All officers  shall be elected by the board to hold office for the term of
office of one (1) year and shall  each hold  office  for such term and until his
successor has been elected and qualified.

Section 3. Duties of Officers:

      The duties of elected  officers will be those usually  pertaining to their
positions.

      (a)   The President  shall:  call meetings of the board;  preside over all
            Corporation  and board meetings;  appoint,  with the approval of the
            board,  the  chairpersons  of all standing  committees;  appoint all
            chairpersons  of  any  special  committees;  and  serve  as  on  all
            committees.

      (b)   The  Vice-President  shall assist the  President in the discharge of
            his/her duties and preside at meetings of the Corporation and/or the
            board  in the  absence  of the  President.  In any  case  where  the
            President is unable to act,  the  Vice-President  shall  perform the
            duties of the office of President.  The Vice-President  shall assume
            the office of President  upon  resignation  of the President or upon
            expiration of the normal term of office of the President.

      (c)   The  Treasurer  shall  have  care and  custody  of all the funds and
            securities of MDNY, and shall be  responsible  for funds in the name
            of MDNY in such banks or trust  companies  as the board of directors
            may  select.  All  expenditures  shall  be  authorized  by and be in
            accordance  with a budget  adopted by the board.  At the end of each
            fiscal  year,  the  Treasurer  shall cause an audit or review of the
            accounts of the  Corporation,  as may be required by law, to be made
            by an independent auditor selected by the board at a regular meeting
            of the board, and will ensure that, upon  completion,  such audit or
            review  results  shall  be  presented  in  writing  to the  board of
            directors and shall be made available upon request to shareholders.

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      (d)   The Secretary shall ensure that the notices of meetings are provided
            and that the minutes of all meetings of  shareholders  and the board
            of  directors  are  prepared,  distributed,  amended if needed,  and
            approved by the board at the following meeting.  The Secretary shall
            ensure that a current list of the shareholders of the corporation is
            maintained  and  made  available  at  any  official  meeting  of the
            shareholders.

                      Article VI - Certificates for Shares

Section 1. Certificates:

      The shares of the corporation  shall be represented by certificates.  They
shall be  numbered  and  entered  in the  books of the  corporation  as they are
issued.  They shall exhibit the holder's name and the number of shares and shall
be  signed  by the  President  or a  Vice-President  and  the  Treasurer  or the
Secretary and shall bear the corporate seal.

Section 2. Lost or Destroyed Certificates:

      The board may direct a new  certificate  or  certificates  to be issued in
place of any certificate or certificates  theretofore issued by the corporation,
alleged to have been lost or destroyed,  upon the making of an affidavit of that
fact by the  person  claiming  the  certificate  to be lost or  destroyed.  When
authorizing such issue of a new certificate or  certificates,  the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such  lost or  destroyed  certificate  or  certificates,  or his  legal
representative,  to advertise the same in such manner as it shall require and/or
give the  corporation  a bond in such sum and with such surety or sureties as it
may  direct  as  indemnity  against  any  claim  that  may be made  against  the
corporation  with  respect  to the  certificate  alleged  to have  been  lost or
destroyed.

Section 3. Transfers of Shares:

            (a) Upon  surrender of the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue  anew  certificate  to the  person  entitled
thereto, and cancel the older certificate; provided, however, that such transfer
is in accordance with these by-laws. Every such transfer shall be entered on the
transfer book of the corporation which shall be kept at its principal office. No
transfer shall be made within ten (10) days next preceding the annual meeting of
shareholders.

            (b) The corporation  shall be entitled to treat the holder of record
of any share as the holder in fact thereof and, accordingly,  shall not be bound
to  recognize  any  equitable or other claim or to interest in such share on the
part of any other  person  whether or not it shall have  express or other notice
thereof, except as expressly provided by the laws of New York.

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Section 4. Closing Transfer Books:

      The board  shall have the power to close the share  transfer  books of the
corporation  for a period of not more than ten (10) days  during the thirty (30)
day period immediately preceding (1) any shareholders'  meeting, or (2) any date
upon which  shareholders  shall be called upon to or have a right to take action
without a meeting,  or (3) any date fixed for the  payment of a dividend  or any
other form of  distribution,  and only those  shareholders of record at the time
the transfer  books are closed,  shall be  recognized as such for the purpose of
(1) receiving notice of or voting at such meeting,  or (2) allowing them to take
appropriate  action, or (3) entitling them to receive any dividend or other form
of distribution.

                            Article VII - Dividends

      Subject to the  provisions  of the  certificate  of  incorporation  and to
applicable law,  dividends on the  outstanding  shares of the corporation may be
declared in such  amounts and at such time or times as the board may  determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation  available for dividends such sum or sums as the board from time
to time in its  absolute  discretion  deems  proper  as a  reserve  fund to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purposes as the board shall think
conducive  to the  interests  of the  corporation,  and the board may  modify or
abolish any such reserve.

                           Article VIII - Amendments

      Amendments  to these  by-laws may be proposed  by any  shareholder  or any
member of the board.  A proposed  amendment  shall be considered by the board of
directors  and  shall be  adopted  upon the  affirmative  vote of (1) at least a
majority of the shares of Class A Common  Stock,  voting as a class,  and (2) at
least a majority of the shares of Class B Common Stock, voting as a class.

                          Article IX - Indemnification

Section 1. Indemnification:

            (a) Each  director  and officer of the  corporation,  whether or not
then in office,  and any person whose  testator or intestate was such a director
or officer,  shall be indemnified by the  corporation  for the defense of, or in
connection with, any threatened, pending or completed actions or proceedings and
appeals therein,  whether civil, criminal,  administrative or investigative,  in
accordance with and to the fullest extent permitted by the Business  Corporation
Law of the State of New York or other  applicable law, as such law now exists or
may hereafter be adopted or amended;  provided,  however,  that the  corporation
shall provide  indemnification  in connection  with an action or proceeding  (or
part  thereof)  initiated  by such a director or officer  only if such action or
proceeding  (or part  thereof) was  authorized  by the board of directors of the
corporation.

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            (b) Expenses  incurred by a director or officer in  connection  with
any action or proceeding as to which  indemnification may be given under Section
1(a) of this Article IX may be paid by the  corporation  in advance of the final
disposition of such action or proceeding  upon (i) the receipt of an undertaking
by or on behalf of such  director or officer to repay such  advancement  in case
such   director  or  officer  is   ultimately   found  not  to  be  entitled  to
indemnification as authorized by this Article IX, and (ii) approval by the board
of directors  acting by a quorum  consisting of directors who are not parties to
such action or proceeding or, if such a quorum is not obtainable,  then approval
by the shareholders.  To the extent permitted by law, the board of directors or,
if applicable, the shareholders, shall not be required to find that the director
or  officer  has met the  applicable  standard  of conduct  provided  by law for
indemnification  in  connection  with  such  action  or  proceeding  before  the
corporation makes any advance payment of expenses hereunder.

            (c) To the extent  permitted  under  applicable  law,  the rights of
indemnification  and to the advancement of expenses  provided in this Article IX
(i) shall be available with respect to events occurring prior to the adoption of
this  Article  IX,  (ii)  shall  continue  to  exist  after  any  rescission  or
restrictive  amendment to this Article IX with respect to events occurring prior
to such  rescission or  amendment,  (iii) shall be  interpreted  on the basis of
applicable  law in effect at the time of the  occurrence  of the event or events
giving  rise to the  action  or  proceeding  or, at the sole  discretion  of the
director  or officer  or, if  applicable,  the  testator  or  intestate  of such
director or officer,  seeking such  rights,  on the basis of  applicable  law in
effect at the time such rights are  claimed,  and (iv) shall be in the nature of
contract  rights that may be enforced in any court of competent  jurisdiction as
if the  corporation  and the director or officer for whom such rights are sought
were parties to a separate written agreement.

            (d) The rights of indemnification and to the advancement of expenses
provided  in this  Article IX shall not be deemed to be  exclusive  of any other
rights to which any director or officer of the  corporation  or other person may
now or hereafter be otherwise  entitled whether  contained in the certificate of
incorporation,   these  by-laws,   a  resolution  of  the  shareholders  of  the
corporation,  a resolution  of the board of directors or an agreement  providing
for such  indemnification,  the  creation  of such  other  rights  being  hereby
expressly  authorized.  Without  limiting the generality of the  foregoing,  the
rights of  indemnification  and to the advancement of expenses  provided in this
Article IX shall not be deemed  exclusive of any rights,  pursuant to statute or
otherwise,  of any director or officer of the corporation or other person in any
action or proceeding  to have  assessed or allowed in his or her favor,  against
the corporation or otherwise,  his or her costs and expenses incurred therein or
in connection therewith or any part thereof.

            (e)  If  this   Article  IX  or  any  part  hereof   shall  be  held
unenforceable in any respect by a court of competent  jurisdiction,  it shall be
deemed modified to the minimum extent necessary to make it enforceable,  and the
remainder of this Article IX shall remain fully enforceable.

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Section 2. Insurance:

      MDNY is  authorized  to purchase and  maintain  insurance on behalf of any
person  who is a  director,  officer  or  employee  of MDNY or is serving at the
request  of  MDNY  as  a  director,   officer,  employee  or  agent  of  another
corporation,  partnership, joint venture, trust or other enterprise, against any
liability of or asserted  against such person and incurred by such person in his
capacity  as such,  whether or not MDNY would have the power to  indemnify  such
person against such liability under the provisions of this Article.

                           Article X - Corporate Seal

      The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal, New
York."  The seal  may be used by  causing  it to be  impressed  directly  on the
instrument or writing to be sealed, or upon adhesive  substance affixed thereto.
The seal on the certificates  for shares or on any corporate  obligation for the
payment of money may be a facsimile, engraved or printed.

                     Article XI - Execution of Instruments

      All corporate instruments and documents shall be signed or counter-signed,
executed,  verified or  acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                           Article XII - Fiscal Year

      The fiscal year shall begin the first day of January in each year.

    Article XIII - References to Certificate of Incorporation; Defined Terms

Section 1. References to Certificate of Incorporation:

      Reference to the  certificate  of  incorporation  in these  by-laws  shall
include all amendments thereto or changes thereof unless specifically excepted.

Section 2. Defined Terms:

      Defined terms used herein and not otherwise  defined herein shall have the
meanings ascribed to such terms in the Provider Manual maintained by MDNY.