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                                                                     EXHIBIT 3.2




                             MEDICAL ALLIANCE, INC.

                              AMENDED AND RESTATED
                                     BYLAWS

                                  May 27, 1999

                                   ARTICLE I

                                  SHAREHOLDERS

         SECTION 1. PLACE OF HOLDING MEETINGS. All meetings of the shareholders
shall be held at the office of the corporation in Dallas, Texas, or such other
place as any one or more director or officer may from time to time designate.
Meetings may be held within or without the state of Texas.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall
be held at 10:00 A.M. on the 3rd Saturday of September of each year, or at such
other date or time as may be determined by the Board of Directors. At each
annual meeting, the shareholders shall elect a Board of Directors, and they may
transact their corporate business as shall be stated in the notice of the
meeting.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the president, the secretary, the Board of Directors or the holders
of not less than 50% of all the shares issued, outstanding, and entitled to vote
at the meeting.

         SECTION 4. LIST OF SHAREHOLDERS. At least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, will be prepared by the officer or
agent having charge of the stock transfer books. Such list will be kept on file
at the registered office of the corporation for a period of ten days prior to
such meeting and will be subject to inspection by any shareholder at any time
during usual business hours. Such list will be produced and kept open at the
time and place of the meeting during the whole time thereof, and will be subject
to the inspection of any shareholder who may be present.

         SECTION 5. NOTICE OF SHAREHOLDERS' MEETINGS. Written or printed notice,
stating the time and place of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the president, the
secretary, or the person calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid. Whenever notice of a meeting is required, a



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waiver thereof in writing signed by the person entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of
such notice.

         SECTION 6. VOTING. Except as provided in the Articles of Incorporation,
as amended from time to time (the "Articles of Incorporation"), each
shareholder shall be entitled to one (1) vote for each share of capital stock
standing in his name on the books of the corporation on the date on which notice
of the meeting is delivered; provided, however, that if such day is less than
ten (10) days prior to the date of the meeting, the record date for determining
the shares entitled to be voted shall be the tenth (10) day prior to the date of
the meeting. Directors shall be elected by plurality vote. Cumulative voting
shall not be permitted for Board of Director elections or for any other purpose.

         SECTION 7. QUORUM. The holders, represented in person or by proxy, of a
majority of the shares entitled to vote, shall constitute a quorum at a meeting
of the shareholders.

         SECTION 8. NUMBER OF VOTES REQUIRED AND MANNER OF VOTING AT
SHAREHOLDERS' MEETING. Unless by law a greater number of votes is required for
the question under consideration, the vote of the holders of a majority of the
shares present and entitled to be voted shall be the act of the shareholders'
meeting. Any qualified voter may demand a vote by ballot and in that case such
vote shall be taken.

         SECTION 9. PROXIES. A shareholder may vote either in person or by proxy
executed in writing by the shareholder, or by his duly authorized attorney in
fact. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1. NUMBER AND QUALIFICATIONS. The business and affairs of the
corporation shall be managed by a Board of Directors of the corporation. Except
as provided in the Articles of Incorporation and that certain Series A
Convertible Preferred Stock Purchase Agreement, dated as of July 10, 1992, the
number of directors of the corporation will be at least one. As provided in the
Articles of Incorporation, the number of directors may be increased or decreased
from time to time by the Board of Directors, but no decrease shall have the
effect of shortening the term of any incumbent director.

         SECTION 2. ELECTION. Members of the initial Board of Directors shall
hold office until the first meeting of the shareholders and until their
successors shall have been elected and qualified. Thereafter, the Board of
Directors are to be divided into three classes as of equal size as possible,
with the term of each class expiring in consecutive years with approximately
one-third of the Board of Directors being elected each year.







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         SECTION 3. REMOVAL. Any director or the Board of Directors may be
removed with or without cause, at any meeting of the shareholders called
expressly for that purpose, by a vote of two-thirds (2/3) of the shareholders
entitled to vote at that election.

         SECTION 4. RESIGNATION. Any director may resign at any time. Such
resignation shall be made in writing and shall take effect at the time
specified therein, or if no time is specified, at the time of its receipt by the
president or secretary. No acceptance of a resignation shall be necessary to
make it effective.

         SECTION 5. VACANCIES. Except as limited by the Texas Business
Corporation Act, any 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. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.

         SECTION 6. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held at the principal office of the corporation in
Dallas, Texas, or at such other place as the directors may determine from time
to time. All such Board of Directors meetings may be held either within or
without the state of Texas.

         SECTION 7. ANNUAL MEETING. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, at the principal
office of the corporation, or at such other place as they may determine, for the
purpose of organization, election of officers and consideration of any other
business that may properly be brought before the meeting. No notice of any kind
to either old or new members of the Board of Directors for such annual meeting
shall be necessary.

         SECTION 8. OTHER MEETINGS.

                  (a) REGULAR MEETINGS. Regular meetings of the Board of
         Directors may be held without notice at such places and times as shall
         be determined from time to time by the Board of Directors.

                  (b) SPECIAL MEETINGS. Special meetings of the Board of
         Directors may be called by the president and shall be called by the
         president or secretary at any time upon the request of one (1) director
         in writing. Notice of any special meeting shall be given to each of the
         directors at least one (1) day prior to the time specified for the
         meeting, and may be given by any means of communication.

                  (c) WAIVER. Any notice provided for a meeting of the Board of
         Directors may be waived by a director in writing either before or after
         the meeting, and attendance at any meeting shall be considered as a
         waiver of any required notice, except where a director attends a
         meeting for the express purpose of objecting to the transaction of any
         business because such meeting is not lawfully convened.




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         SECTION 9. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for the transaction of business. The act of the
majority of the directors present at a meeting at which a quorum is present,
shall be the act of the Board of Directors.

         SECTION 10. GENERAL POWERS OF DIRECTORS. The Board of Directors shall
have the management of the business of the corporation, and subject to the
restrictions imposed by law, by the Articles of Incorporation or by these
bylaws, may exercise all of the powers of the corporation.

         SECTION 11. SPECIFIC POWERS OF DIRECTORS. Without prejudice to such
general powers, it is expressly hereby declared that the directors shall have
the following powers, to-wit:

                  (a) To adopt and alter a common seal of the corporation;

                  (b) To make and change regulations not inconsistent with these
         bylaws, for the management of the corporation's business and affairs;

                  (c) To purchase, acquire, sell, convey, trade, lease, let,
         pledge, mortgage, assign, transfer and deliver all of the property of
         the corporation, real, personal, or mixed, and to authorize the
         execution and acknowledgment and delivery of any and all character of
         contracts, deeds, bills of sale, transfers, assignments, leases,
         instruments of conveyance, mortgages, mineral deeds, oil and gas and
         mineral leases, pledges, dedications, deeds of trust, and such other
         instruments as may be proper, fit, necessary, or required in handling
         the property of the corporation without restriction or reservation;

                  (d) To pay for any property purchased for the corporation
         either wholly or partly in money, stocks, bonds, debentures or other
         securities of the corporation;

                  (e) To borrow money and to make and issue notes, bonds, and
         other negotiable and transferable instruments, mortgages, deeds of
         trust, and trust agreements, and to do every act and thing necessary to
         effectuate the same;

                  (f) To appoint and remove or suspend such subordinate
         officers, agents, or factors as they may deem necessary, and to
         determine their duties, and fix, and from time to time change, their
         salaries or remuneration and to require security as and when they think
         fit;

                  (g) To remove any officer for cause, or any officer other than
         the president, secretary, treasurer, or vice president summarily
         without cause, and in their discretion from time to time, to devolve
         the powers and duties of any officer upon any other person from time
         being;

                  (h) To confer upon any officer of the corporation the power to
         appoint, remove, and suspend subordinate officers and agents;




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                  (i) To determine who shall be authorized on the corporation's
         behalf to make and sign bills, notes, acceptances, endorsements,
         checks, releases, receipts, contracts and other instruments;

                  (j) To determine who shall be entitled to vote in the name of
         and on behalf of the corporation upon, or to assign and transfer any
         shares of stock, bonds, or other securities of other corporations held
         by the corporation;

                  (k) To delegate any of the powers of the Board in relation to
         the ordinary business of the corporation to any standing or special
         committee, or to any officer or agent (with power to subdelegate) upon
         such terms as they think fit; and

                  (l) To call special meetings of the shareholders for any
         purpose or purposes.

         SECTION 12. INTERESTED DIRECTORS. No contract or transaction between
the corporation and one or more of its Directors or officers, or between the
corporation and any other corporation, partnership, association or other
organization in which one or more of the corporation's Directors or officers are
Directors or officers or have a financial interest, will be void or voidable
solely for this reason, solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (i) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less than a quorum, (ii) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders or (iii) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee thereof
or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.

         SECTION 13. COMPENSATION OF DIRECTORS. Directors shall not receive any
stated salary for their services as directors, but by resolution of the Board a
fixed fee and expenses of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity as an officer, agent, or
otherwise, and receiving compensation therefor.

         SECTION 14. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee of the Board of
Directors may be taken without such a meeting if a consent or consents in
writing, setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.





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                                  ARTICLE III

                                   OFFICERS

         SECTION 1. OFFICERS. The officers of the corporation shall consist of
a president, vice president, secretary and treasurer, and such other officers
and assistant officers as may be deemed necessary by the Board of Directors. Any
two (2) or more offices may be held by the same person. The president shall be a
member of the Board of Directors, but no other officer need be a member of the
Board.

         SECTION 2. RESIGNATION. Any officer may resign at any time. Such
resignation shall be made in writing and shall become effective at the time
specified therein, or if no time is specified, at the time the notice is
delivered to the president or secretary, or the person in charge of the general
offices of the corporation. Notwithstanding the foregoing, no resignation of any
officer who is subject to an employment contract with the corporation shall in
any way remove the obligation of that person to fulfill his obligations under
his employment contract with the corporation.

         SECTION 3. VACANCIES. Whenever any vacancy shall occur in any office
for any reason whatsoever, such office shall be filled by the Board of Directors
and the officer so elected shall hold office until his successor is chosen and
qualified.

         SECTION 4. PRESIDENT. The president shall, when present, preside at all
meetings of the directors and act as temporary chairman at and call to order all
meetings of the shareholders; and he shall have power to call special meetings
of the shareholders and directors for any purpose or purposes, appoint and
discharge, subject to the approval of the directors, employees, and agents of
the corporation and fix their compensation, make and sign contracts and
agreements in the name and on behalf of the corporation, and while the directors
and the executive committee are not in session, he shall have general management
and control of the business and affairs of the corporation. He shall see that
the books, reports, statements, and certificates required by the statute under
which this corporation is organized or any other laws applicable thereto are
properly kept, made, and filed according to law, and he shall generally do and
perform all acts incident to the office of the president or which are authorized
or required by law.

         Without limiting the generality of the foregoing, the president of the
corporation shall specifically have the power to:

                  (a) Purchase, lease, or rent any piece of equipment deemed
         necessary in order for the corporation to conduct its business;

                  (b) Borrow money on behalf of the corporation to purchase,
         lease, or rent any piece of equipment deemed necessary for the
         operation of the business of the corporation;




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                  (c) Execute promissory notes, security agreements, financing
         statements, or any other instrument required in order to purchase,
         lease or rent the equipment described in the preceding paragraphs;

                  (d) Hire subordinate employees on behalf of the corporation
         and to terminate, either with or without cause, the employment of such
         employee subject only to the restrictions contained within any
         employment contract executed between the corporation and any such
         subordinate employee; and

                  (e) Take any other action specifically provided for in a
         resolution executed by a majority of the Board of Directors of the
         corporation.

         SECTION 5. VICE PRESIDENT. The vice president shall be vested with all
the powers and shall perform all the duties of the president in the absence or
disability of the latter, unless or until the directors shall otherwise
determine. He shall have such other powers and perform such other duties as
shall be prescribed by the directors.

         SECTION 6. SECRETARY. The secretary shall give or cause to be given,
notice of all meetings of shareholders and directors, and all other notices
required by law or by these bylaws; and in the case of his absence or refusal
or neglect to do so, any such notice may be given by any person thereunto
directed by the president or by the directors or shareholders upon whose
requisition the meeting is called as provided by these bylaws.

         He shall record all the proceedings of the meetings of the corporation
and of the directors in a book to be kept for that purpose and shall perform
such other duties as may be assigned by the directors of the corporation or by
the president. He shall have the custody of the seal of the corporation and
shall affix the same to all instruments requiring it, when authorized by the
directors or the president, and attest to the same. He shall be sworn to the
faithful discharge of his duties.

         SECTION 7. TREASURER. The treasurer shall have the custody of all
funds, securities, evidences of indebtedness, and other valuable documents of
the corporation; he shall receive and give or cause to be given receipts and
acquittances for monies paid in on account of the corporation and shall pay out
of the funds on hand all just debts of the corporation of whatever nature upon
maturity of the same; he shall enter or cause to be entered in books of the
corporation to be kept for that purpose, full and accurate accounts of all
monies received and paid out on account of the corporation, and whenever
required by the president or the directors, he shall render a statement of his
accounts; he shall keep or cause to be kept such other books as will show a true
record of the expenses, losses, gains, assets and liabilities of the
corporation; he shall, unless otherwise determined by the directors, have charge
of the original stock books, transfer books, and stock ledgers and act as
transfer agent in respect to the stock and securities of the corporation; and he
shall perform all of the other duties incidental to the office of treasurer.
Whenever required by the Board of Directors, he shall give the corporation a
bond for the faithful




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discharge of his duties in such amount and with such surety as the Board shall
prescribe. In addition to the foregoing, the Treasurer shall also be required to
have the books and records of the corporation audited not less than once yearly
by an accountant chosen by the treasurer and approved by a majority vote of the
Board of Directors of the corporation.

                                   ARTICLE IV

                                 CAPITAL STOCK

         SECTION 1. CONSIDERATION FOR SHARES. The capital stock, whether
original issue or treasury shares, may be issued for such consideration as shall
be fixed from time to time by the Board of Directors, but never for less than
par.

         SECTION 2. PAYMENT FOR SHARES. The consideration for the issuance of
shares may be paid, in whole or in part, in money, in property, tangible or
intangible, or in labor or services actually performed for the corporation. When
the payment of the consideration for which shares are to be issued shall have
been received by the corporation, such shares shall be deemed to be fully paid
and nonassessable. No certificates shall be issued for any share until such
share is fully paid.

         SECTION 3. CERTIFICATES REPRESENTING SHARES. Each holder of the capital
stock of the corporation shall be entitled to one or more certificates signed by
the president or vice president and the secretary of the corporation, and sealed
with the seal of the corporation, certifying the number of shares owned by him
in the corporation. Such certificate shall be in the Texas Standard form.

         SECTION 4. TRANSFER OF STOCK. The shares of the corporation shall be
transferable only in the books of the corporation upon surrender of the
certificate or certificates representing the same, properly endorsed by the
registered holder or by his duly authorized attorney or legal representative.
Upon such transfer the old certificates shall be surrendered to the corporation
by the delivery thereof to the person in charge of the stock and transfer books
and ledgers, or to such other person as the directors may designate, by whom
they shall be cancelled, and new certificates shall thereupon be issued. A
record shall be made of each transfer, and whenever a transfer shall be made for
collateral security and not absolutely, it shall be so expressed in the entry of
the transfer.





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                                   ARTICLE V

                                 MISCELLANEOUS

         SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be in Dallas, Texas.

         SECTION 2. SEAL. The seal of the corporation shall be circular in form
and shall contain the name of the corporation.

         SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be the
calendar year.

         SECTION 4. INDEMNIFICATION. The corporation will indemnify its
directors to the fullest extent permitted by the Texas Business Corporation Act
and all persons who the Board of Directors has power to indemnify under such Act
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by such Act.

         SECTION 5. INSURANCE. The corporation may at the discretion of the
Board of Directors purchase and maintain insurance on behalf of the corporation
and any person whom it has the power to indemnify pursuant to law, the Articles
of Incorporation, these Bylaws or otherwise.

         SECTION 6. INVALID PROVISIONS. If any part of these Bylaws is held
invalid or inoperative for any reason, the remaining parts, so far as possible
and reasonable, will be valid and operative.

         SECTION 7. RELATION TO ARTICLES OF INCORPORATION. These Bylaws are
subject to, and governed by, the Articles of Incorporation.

                                   ARTICLE VI

                                   AMENDMENTS

         SECTION 1. AMENDMENTS OF BYLAWS. Only the Board of Directors is
expressly authorized to alter, amend, or repeal the Bylaws of the Corporation or
to adopt new Bylaws.




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