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                                                                     Exhibit 3.6


                              AMENDMENT TO BY-LAWS

                                       OF

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.

                                OCTOBER 21, 1999


                  The By-laws of Graham-Field Health Products, Inc. are hereby
amended as follows:

                  Article V of the By-laws shall be amended in its entirety to
read as follows:

                                   "ARTICLE V

INDEMNIFICATION

         A. The Corporation shall, to the fullest extent permitted by the
General Corporation Law of Delaware, indemnify any and all persons whom it shall
have power to indemnify against any and all expenses, liabilities or other
matters.

         B. In addition to Article V A., the following provisions shall also be
effective as of October 21, 1999:

                  Section 1. Indemnity Undertaking. To the extent not prohibited
by law, the Corporation shall indemnify any person who is or was made, or
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a Director or Officer of the Corporation, or, at the request of the
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Corporation, is or was serving as a Director or Officer of any other corporation
or in a capacity with comparable authority or responsibilities for any
partnership, joint venture, trust, employee benefit plan or other enterprise (an
"Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including attorneys' fees,
disbursements and other charges). Persons who are not directors or officers of
the Corporation (or otherwise entitled to indemnification pursuant to the
preceding sentence) may be similarly indemnified in respect of service to the
Corporation or to an Other Entity at the request of the Corporation to the
extent the Board at any time specifies that such persons are entitled to the
benefits of this Article V.

                  Section 2. Advancement of Expenses. From and after October 21,
1999, the Corporation shall, from time to time, reimburse or advance to any
Director or Officer or other person entitled to indemnification hereunder the
funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding ("Advances"); provided, however, that, if
required by the General Corporation Law of Delaware (the "General Corporation
Law"), such expenses incurred by or on behalf of any Director or Officer or
other person may be paid in advance of the final disposition of a Proceeding
only upon receipt by the Corporation of an undertaking, by or on behalf of such
Director or Officer (or other person indemnified hereunder), to repay any such
Advances
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if it shall ultimately be determined by final judicial decision from which there
is no further right of appeal that such Director, Officer or other person is not
entitled to be indemnified for such expenses. Notwithstanding the foregoing, the
making of any Advances to any person who is not a Director or Officer of the
Corporation as of October 21, 1999, shall be in the discretion of the
Corporation and subject to the provisions of Section 145(e) of the General
Corporation Law.

                  Section 3. Rights Not Exclusive. The rights to indemnification
and Advances provided by, or granted pursuant to, this Article V shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or reimbursement or advancement of expenses may have or hereafter be entitled
under any statute, the Certificate of Incorporation, these Bylaws, any
agreement, any vote of stockholders or disinterested Directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

                  Section 4. Continuation of Benefits. The rights to
indemnification and Advances provided by, or granted pursuant to, this Article V
shall continue as to a person who has ceased, or who after October 21, 1999
ceases, to be a Director or Officer (or other person indemnified hereunder) and
shall inure to the benefit of the executors, administrators, legatees and
distributees of such person.

                  Section 5. Binding Effect. The provisions of this Article V
shall be a contract between the Corporation, on the
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one hand, and each Director and Officer who serves in such capacity at any time
while this Article V is in effect and any other person entitled to
indemnification hereunder, on the other hand, pursuant to which the Corporation
and each such Director, Officer or other person intend to be, and shall be,
legally bound. No repeal or modification of this Article V shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  Section 6. Procedural Rights. The rights to indemnification
and Advances provided by, or granted pursuant to, this Article V shall be
enforceable by any person entitled to such indemnification or Advances in any
court of competent jurisdiction. The burden of proving that such indemnification
or Advances is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or Advances is proper in
the circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or Advances shall constitute
a defense to the action or create a presumption that such person is not so
entitled. Such a person shall also be indemnified for any expenses incurred in
connection with successfully establishing
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his or her right to such indemnification or Advances, in whole or in part, in
any such proceeding.

                  Section 7. Service Deemed at Corporation's Request. Any
Director or Officer of the Corporation serving in any capacity (a) another
corporation of which a majority of the shares entitled to vote in the election
of its Directors is held, directly or indirectly, by the Corporation or (b) any
employee benefit plan of the Corporation or any corporation referred to in
clause (a) shall be deemed to be doing so at the request of the Corporation.

                  Section 8. Election of Applicable Law. Any person entitled to
be indemnified or to Advances as a matter of right pursuant to this Article V
may elect to have the right to indemnification or Advances interpreted on the
basis of the applicable law in effect at the time of the occurrence of the event
or events giving rise to the applicable Proceeding, to the extent permitted by
law, or on the basis of the applicable law in effect at the time such
indemnification or Advances is sought. Such election shall be made, by a notice
in writing to the Corporation, at the time indemnification or Advances is
sought; provided, however, that if no such notice is given, the right to
indemnification or Advances shall be determined by the law in effect at the time
indemnification or Advances is sought."