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                                 [LETTERHEAD]                            PAGE 1


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "CONCENTRA MANAGED CARE, INC.", FILED IN THIS OFFICE ON THE
SECOND DAY OF OCTOBER, A.D. 1997, AT 10 O'CLOCK A.M.









                           [SEAL]    /s/ Edward J. Freel
                                     ------------------------------------
                                     Edward J. Freel, Secretary of State


2740970  8100                        AUTHENTICATION:   8683071

971332125                                      DATE:  10-02-97

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    STATE OF DELAWARE
   SECRETARY OF STATE
 DIVISION OF OPERATIONS
FILED 10:00 AM 10/02/1997
   971331953 - 2740970



                           CERTIFICATE OF DESIGNATION
                                      OF
                   SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                      OF

                          CONCENTRA MANAGED CARE, INC.

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware


     Concentra Managed Care, Inc., a Delaware corporation (the
"CORPORATION"), through the undersigned duly authorized officer, in accordance
with the provisions of Sections 103 and 151 of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

     That the Board of Directors of the Corporation on September 28, 1997,
pursuant to the authority conferred upon the Board of Directors by the
Amended and Restated Certificate of Incorporation of the Corporation (the
"CERTIFICATE OF INCORPORATION") and in accordance with the provisions of
Section 151 of the General Corporation Law of the State of Delaware, adopted
the following resolution creating a series of 250,000 shares of Preferred
Stock, par value $.01 per share:

     RESOLVED, that, pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation in accordance with the
provisions of Article IV, Section B of its Certificate of Incorporation, a
series of the Preferred Stock of the Corporation, par value $.01 per share,
be, and it hereby is, created and that the voting powers, designations,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:

     Section 1.  DESIGNATION AND AMOUNT.  The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "SERIES A
PREFERRED STOCK") and the number of shares constituting the Series A
Preferred Stock shall be 250,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; PROVIDED, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number
less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

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     Section 2.  DIVIDENDS AND DISTRIBUTIONS.

     (a)  Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, par
value $0.01 per share (the "COMMON STOCK"), of the Corporation, and of any
other junior stock, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable on the first business day of February, May,
August and November in each year (each such date being referred to herein as
a "QUARTERLY DIVIDEND PAYMENT DATE") as provided in paragraphs (b) and (c) of
this Section 2 in an amount per share (rounded to the nearest cent) equal to
the greater of (1) $1.00 in cash or (2) subject to the provision for
adjustment hereinafter set forth, 1,000 times the aggregate per share amount
(payable in cash) of all cash dividends, and 1,000 times the aggregate per
share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. If the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case
the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (2) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that was outstanding immediately prior to such event.

     (b)  The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (a) of this Section 2
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); PROVIDED that, if
no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share
payable in cash on the Series A Preferred Stock shall nevertheless accrue and
be cumulative on the outstanding shares of Series A Preferred Stock as
provided in paragraph (c) of this Section 2.

     (c)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of

                                      A-2

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holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quaterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix
a record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.

     Section 3.  VOTING RIGHTS.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:

     (a)  Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of the stockholders of the
Corporation. If the Corporation shall at any time declare or pay any dividend
on Common Stock payable in shares of Common Stock, or effect a subdivision or
combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that was outstanding immediately prior to such event.

     (b)  Except as otherwise provided herein, in any other Certificate of
Designation creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation having
general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

     (c)  Except as set forth herein or as otherwise provided by law, holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

     Series 4.  CERTAIN RESTRICTIONS.

     (a)  Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, or declared and a sum sufficient for
the payment therefor be set apart for payment and be in the process of
payment, the Corporation shall not:

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          (1)  declare or pay dividends, or make any other distributions, on
     any shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Preferred Stock;

          (2)  declare or pay dividends, or make any other distributions, on
     any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred
     Stock, except dividends paid ratably on the Series A Preferred Stock and
     all such parity stock on which dividends are payable or in arrears in
     proportion to the total amounts to which the holders of all such shares
     are then entitled;

          (3)  redeem or purchase or otherwise acquire for consideration shares
     of any stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock, PROVIDED that
     the Corporation may at any time redeem, purchase or otherwise acquire
     shares of any such junior stock in exchange for shares of any stock of
     the Corporation ranking junior (as to both dividends and upon
     dissolution, liquidation or winding up) to the Series A Preferred Stock;
     or

          (4)  redeem or purchase or otherwise acquire for consideration any
     shares of Series A Preferred Stock or any shares of stock ranking on a
     parity (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except in accordance with
     a purchase offer made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such terms as the
     Board of Directors, after consideration of the respective annual
     dividend rates and other relative rights and preferences of the
     respective series and classes, shall determine in good faith will result
     in fair and equitable treatment among the holders of the respective
     series or classes.

     (b)  The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

     Section 5.  REACQUIRED SHARES.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in
the Certificate of Incorporation, or in any other Certificate of Designation
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

     Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (a) to the

                                     A-4

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holders of shares of stock ranking junior (either as to dividends or as to
amounts payable upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of Series A Preferred
Stock shall have received an amount per share (rounded to the nearest cent)
equal to the greater of (1) $1,000 per share, or (2) an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per share to holders of Common
Stock, plus, in either case, an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such
payment, or (b) to the holders of stock ranking on a parity (either as to
dividends or as to amounts payable upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, except distributions made ratably on
the Series A Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such Shares are entitled upon such
liquidation, dissolution or winding up.  If the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lessor number of shares of Common Stock, then in each case the
aggregate amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under the proviso in clause (a)(2)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that was outstanding immediately prior to
such event.

     Section 7.  CONSOLIDATION, MERGER, ETC.  If the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, or any combination thereof, then in
any such case each share of Series A Preferred Stock shall at the same time
be similarly exchanged or changed into an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount of stock, securities, cash or any other property (payable in
kind), or any combination thereof, as the case may be, into which or for
which each share of Common Stock is changed or exchanged.  If the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect
to the exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that was
outstanding immediately prior to such event.

     Section 8.  REDEMPTION.  The shares of Series A Preferred Stock shall
not be redeemable.  So long as any shares of Series A Preferred Stock remain
outstanding, the Corporation shall not purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the


                                   A-5

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Series A Preferred Stock unless the Corporation shall substantially
concurrently also purchase or acquire for consideration a proportionate
number of shares of Series A Preferred Stock.

     Section 9.  RANK.  The Series A Preferred Stock shall rank, with respect
to payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

     Section 10.  AMENDMENT.  The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter
or change the powers, preferences, privileges or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single class.

     IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation by its President, and attested by its Secretary, on
this 1st day of October, 1997.


                                       CONCENTRA MANAGED CARE, INC.


                                       By: /s/ Donald J. Larson
                                          ----------------------------------
                                               Donald J. Larson
                                               President and Chief Executive
                                               Officer


ATTEST:


By: /s/ Richard A. Parr II
   --------------------------
        Richard A. Parr II
        Secretary




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