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                                                                    EXHIBIT 3.2

               BY-LAWS OF HEALTHDYNE INFORMATION ENTERPRISES,INC.

                                   ARTICLE I

                                  SHAREHOLDERS


         Section 1.  Annual Meeting.  The annual meeting of the shareholders
for the election of Directors and for the transaction of such other business
as may properly come before the meeting shall be held at such place, either
within or without the State of Georgia, on such date and at such time as the
Board of Directors may by resolution provide.  The Board of Directors may
specify by resolution prior to any special meeting of shareholders held within
the year that such meeting shall be in lieu of the annual meeting.

         Section 2.  Special Meeting; Call and Notice of Meetings.  Special
meetings of the shareholders may be called at any time by the Board of
Directors, the Chairman of the Board of Directors or the President.  The
Corporation shall call a special meeting of shareholders upon written request
of the holders of at least sixty percent (60%) of the outstanding Common Stock.
Such meetings shall be held at such place, either within or without the State
of Georgia, as is stated in the call and notice thereof.  Written notice of
each meeting of shareholders, stating the time and place of the meeting, and
the purpose of any special meeting, shall be mailed to each shareholder
entitled to vote at or to notice of such meeting at his address shown on the
books of the Corporation not less than ten (l0) nor more than sixty (60) 



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days prior to such meeting unless such shareholder waives notice of the
meeting. Any shareholder may execute a waiver of notice, in person or by proxy,
either before or after any meeting, and shall be deemed to have waived notice
if he is present at such meeting in person or by proxy.  Neither the business
transacted at, nor the purpose of, any meeting need be stated in the waiver of
notice of such meeting, except that, with respect to a waiver of notice of a
meeting at which a plan of merger or consolidation is considered, information
as required by the Georgia Business Corporation Code must be delivered to the
shareholder prior to his execution of the waiver of notice or the waiver itself
must conspicuously and specifically waive the right to such information.

         Notice of any meeting may be given by the President, the Secretary or
by the person or persons calling such meeting.  No notice need be given of the
time and place of reconvening of any adjourned meeting, if the time and place
to which the meeting is adjourned are announced at the adjourned meeting.

         Section 3.  Quorum; Required Shareholder Vote.  A quorum for the
transaction of business at any annual or special meeting of shareholders shall
exist when the holders of a majority of the outstanding shares entitled to vote
are represented either in person or by proxy at such meeting.  If a quorum is
present, action on a matter (other than the election of directors) by the
shareholders is approved if the votes cast favoring the action exceed the votes
cast opposing the action, unless the Georgia Business Combination Code (the
"Code"), the Corporation's 


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Articles of Incorporation, or a provision of these By-laws adopted by the
shareholders under Code Section 14-2-1021 or any successor statute requires a
greater number of affirmative votes.  When a quorum is once present to organize
a meeting, the shareholders present may continue to do business at the meeting
or at any adjournment thereof notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.  The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.

         Section 4.  Proxies.  A shareholder may vote either in person or by a
proxy which he has duly executed in writing.  No proxy shall be valid after
eleven (11) months from the date of its execution unless a longer period is
expressly provided in the proxy.

         Section 5.  Action of Shareholders Without Meeting.  Any action
required to be, or which may be, taken at a meeting of the shareholders, may be
taken without a meeting if written consent, setting forth the actions so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof, except that, with respect to approval of a plan of
merger or consolidation by written consent, information as required by the
Georgia Business Corporation Code must be delivered to the shareholders prior
to their execution of the consent or the consent must conspicuously and
specifically waive the right to such information.  Such consent shall have the
same force and effect as a unanimous affirmative vote of the 


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shareholders and shall be filed with the minutes of the proceedings of the
shareholders.

                                   ARTICLE II

                                   DIRECTORS

         Section 1.  Power of Directors.  The Board of Directors shall manage
the business of the Corporation and may exercise all powers of the Corporation,
subject to any restrictions imposed by law, by the Articles of Incorporation or
by these By-Laws.

         Section 2.  Composition of the Board.  The Board of Directors of the
Corporation shall consist of not less than three (3) or more than nine (9)
natural persons of the age of eighteen years or over, the exact number to be
determined from time to time by resolution of the Board of Directors.  If all
of the shares of the Corporation are owned beneficially and of record by less
than three shareholders, the number of directors may be less than three but not
less than the number of shareholders.  Directors need not be residents of the
State of Georgia or shareholders of the Corporation.  At each annual meeting 
of the shareholders, the shareholders shall elect Directors who shall serve 
until their successors are elected and qualified; provided that the 
shareholders may, by the affirmative vote of the holders of a majority of the 
shares entitled to vote at an election of Directors, increase or reduce the 
number of Directors or add or remove Directors with or without cause at any 
time.

         Section 3.  Meetings of the Board; Notice of Meetings; Waiver of
Notice.  The annual meeting of the Board of Directors for the purpose of
electing officers and transacting such other 

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business as may be brought before the meeting shall be held each year
immediately following the annual meeting of shareholders.  The Board of
Directors may by resolution provide for the time and place of other regular
meetings and no notice of such regular meetings need be given.  Special
meetings of the Board of Directors may be called by the Chairman of the Board
of Directors, by the President or by any two Directors, and written notice of
the time and place of such meetings shall be given to each Director by first
class or air mail at least two (2) days before the meeting or by telephone,
telegraph, cablegram or in person at least one (l) day before the meeting.  Any
Director may execute a waiver of notice, either before or after any meeting,
and shall be deemed to have waived notice if he is present at such meeting. 
Neither the business to be transacted at, nor the purpose of, any meeting of
the Board of Directors need be stated in the notice or waiver of notice of such
meeting.  Any meeting may be held at any place within or without the State of
Georgia.

         Section 4.  Quorum; Vote Requirement.  A majority of the Directors in
office at any time shall constitute a quorum for the transaction of business at
any meeting.  When a quorum is present, the vote of a majority of the Directors
present shall be the act of the Board of Directors, unless a greater vote is
required by law, by the Articles of Incorporation or by these By-Laws.

         Section 5.  Action of Board Without Meeting.  Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting 


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if written consent, setting forth the action so taken, is signed by all the
Directors or committee members and filed with the minutes of the proceedings of
the Board of Directors or committee. Such consent shall have the same force and
effect as a unanimous affirmative vote of the Board of Directors or committee,
as the case may be.

         Section 6.  Committees.  The Board of Directors, by resolution adopted
by a majority of all of the Directors, may designate from among its members an
Executive Committee, and/or other committees, each composed of two (2) or more
Directors, which may exercise such authority as is delegated by the Board of
Directors, provided that no committee shall have the authority of the Board of
Directors in reference to (l) an amendment to the Articles of Incorporation or
By-Laws of the Corporation, (2) the adoption of a plan of merger or
consolidation, (3) the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation, or (4) a
voluntary dissolution of the Corporation or a revocation thereof.

         Section 7.  Vacancies.  A vacancy occurring in the Board of Directors
by reason of the removal of a Director by the shareholders shall be filled by
the shareholders, or, if authorized by the shareholders, by the remaining
Directors.  Any other vacancy occurring in the Board of Directors may be filled
by the affirmative vote of a majority of the remaining Directors though less
than a quorum of the Board of Directors, or by the sole remaining Director, as
the case may be, or, if the vacancy is not so filled, or if no director
remains, by the shareholders.  



         


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A Director elected to fill a vacancy shall serve for the unexpired term of his
predecessor in office.

         Section 8.  Telephone Conference Meetings.  Unless the Articles of
Incorporation otherwise provide, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 8 shall constitute presence in person at such meeting.

                                 ARTICLE III
 
                                  OFFICERS

         Section 1.  Executive Structure of the Corporation.  The officers of
the Corporation shall consist of a President, a Secretary, a Treasurer and such
other officers or assistant officers, including Vice Presidents, as may be
elected by the Board of Directors.  Each officer shall hold office for the term
for which he has been elected or appointed and until his successor has been
elected or appointed and has qualified, or until his earlier resignation,
removal from office or death.  Any two or more offices may be held by the same
person, except that the same person shall not be both Chairman of the Board of
Directors and Secretary, or President and Secretary.  The Board of Directors
may designate a Vice President as an Executive Vice President and may designate
the order in which other Vice Presidents may act.

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         Section 2.  President.  The President shall be the chief operating
officer of the Corporation and shall be in charge of the day-to-day affairs of
the Corporation, subject to the direction of the Board of Directors.  He shall
preside at all meetings of the shareholders.

         Section 3.  Vice President.  The Vice President shall act in the case
of absence or disability of the President.

         Section 4.  Secretary.  The Secretary shall keep the minutes of the
proceedings of the shareholders and of the Board of Directors, and shall have
custody of and attest the seal of the Corporation.

         Section 5.  Treasurer.  The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Corporation.

         Section 6.  Other Duties and Authority.  Each officer, employee and
agent of the Corporation shall have such other duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the
President.

         Section 7.  Removal of Officers.  Any officer may be removed at any
time by the Board of Directors, and such vacancy may be filled by the Board of
Directors.  This provision shall not prevent the making of a contract of
employment for a definite term with any officer and shall have no effect upon
any cause of action which any officer may have as a result of removal in breach
of a contract of employment.

         Section 8.  Compensation.  The salaries of the officers shall be fixed
from time to time by the Board of Directors.  No 


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officer shall be prevented from receiving such salary by reason of the fact
that he is also a Director of the Corporation.

                                 ARTICLE IV

                                    STOCK

         Section 1.  Stock Certificates.  The shares of stock of the
Corporation shall be represented by certificates in such form as may be
approved by the Board of Directors, which certificates shall be issued to the
shareholders of the Corporation in numerical order from the stock book of the
Corporation, and each of which shall bear the name of the shareholder, the
number of shares represented, and the date of issue; and which shall be signed
by the Chairman of the Board of Directors or President and the Secretary or an
Assistant Secretary of the Corporation; and which shall be sealed with the seal
of the Corporation.  No share certificate shall be issued until the
consideration for the shares represented thereby has been fully paid.

         Section 2.  Transfer of Stock.  Shares of stock of the Corporation
shall be transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney-in-fact
and with all taxes on the transfer having been paid.  The Corporation may
refuse any requested transfer until furnished evidence satisfactory to it that
such transfer is proper.  Upon the surrender of a certificate for transfer of
stock, such certificate shall at once be conspicuously marked on 

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its face "Cancelled" and filed with the permanent stock records of the
Corporation.  The Board of Directors may make such additional rules concerning
the issuance, transfer and registration of stock and requirements regarding the
establishment of lost, destroyed or wrongfully taken stock certificates
(including any requirement of an indemnity bond prior to issuance of any
replacement certificate) as it deems appropriate.

         Section 3.  Registered Shareholders.  The Corporation may deem and
treat the holder of record of any stock as the absolute owner for all purposes
and shall not be required to take any notice of any right or claim of right of
any other person.

         Section 4.  Record Date.  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other purpose, the Board
of Directors of the Corporation may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than seventy (70) days and, in the case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.

                                  ARTICLE V

                      DEPOSITORIES, SIGNATURES AND SEAL

         Section 1.  Depositories.  All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, 

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banks, or other financial institutions as the Board of Directors may from time
to time designate and shall be drawn out on checks, drafts or other orders
signed on behalf of the Corporation by such person or persons as the Board of
Directors may from time to time designate.

         Section 2.  Contracts and Deeds.  All contracts, deeds and other
instruments shall be signed on behalf of the Corporation by the President or by
such other officer, officers, agent or agents as the Board of Directors may
from time to time by resolution provide.

         Section 3.  Seal.  The seal of the Corporation shall be as follows:



         If the seal is affixed to a document, the signature of the Secretary
or an Assistant Secretary shall attest the seal.  The seal and its attestation
may be lithographed or otherwise printed on any document and shall have, to the
extent permitted by law, the same force and effect as if it had been affixed
and attested manually.

                                 ARTICLE VI

                                 INDEMNITY

         Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including any action by or in
the right of the 

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Corporation), by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified by the Corporation against expenses
(including reasonable attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation (and with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful), to the maximum extent
permitted by, and in the manner provided by, the Georgia Business Corporation
Code.

                                 ARTICLE VII

                            AMENDMENT OF BY-LAWS

         The Board of Directors shall have the power to alter, amend or repeal
the By-Laws or adopt new by-laws, but any by-laws adopted by the Board of
Directors may be altered, amended or repealed and new by-laws adopted by the
shareholders.  The shareholders may prescribe that any by-law or by-laws
adopted by them shall not be altered, amended or repealed by the Board of
Directors.  Action by the Directors with respect to the By-Laws shall be taken
by an affirmative vote of a majority of all of the Directors then in office.
If a quorum is present, action by the shareholders with respect to the By-laws
shall be approved if the votes cast favoring the action exceed the votes cast
opposing the 


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action, unless the Code, the Corporation's Articles of Incorporation, or a
provision of these By-laws adopted by the shareholders under Section 14-2-1021
or any successor statute of the Code requires a greater number of affirmative
votes.

                                ARTICLE VIII

             BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

         In addition to any other provisions of law as may be applicable,
notwithstanding any other provisions of these By-laws or the Corporation's
Articles of Incorporation to the contrary, the provisions of Sections 14-2-1131
through 14-2-1133 of the Georgia Business Corporation Code (the "Code"), as the
same may be amended or supplemented from time to time, shall apply to and
govern those transactions of the Corporation which constitute "business
combinations" (as that term is defined in Section 14-2-1131 of the Code).  The
provisions of this Article VIII of the By-laws may not be repealed except in
the manner set forth in Section 14-2-1133 of the Code.