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Exhibit 3.4

              CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED BY-
                       LAWS OF BALANCED CARE CORPORATION

         Balanced Care Corporation, a Delaware corporation (the "Company"), does
HEREBY CERTIFY:

         FIRST: Pursuant to Section 9.5 of the Amended and Restated By-Laws of
the Company adopted September 26, 1997 (the "Existing By-Laws"), the Existing
By-Laws may be amended, altered or repealed and new by-laws may be adopted at
any meeting of the Board of Directors of the Company.

         SECOND: The Board of Directors of the Company has determined it
advisable to amend Section 3.6 of the Existing By-Laws to ensure that the
provisions are consistent with the Company's Certificate of Incorporation.

         THIRD: At a regular meeting of the Board of Directors held on August
17, 2000, the Board duly adopted resolutions setting forth the proposed
amendment to Section 3.6 of the Existing By-Laws. The Resolution setting forth
the proposed amendment is as follows:

              RESOLVED, that the Board of Directors of the Company declares it
     advisable and proposes that Section 3.6 of the Existing By-Laws be amended
     to read in its entirety as follows:

                           "SECTION 3.6 Resignation, Removal and Vacancies. Any
                           director may resign at any time by giving written
                           notice of his resignation to the President or the
                           Secretary.

                           Any such resignation shall take effect at the time
                           specified therein or when delivered to the President
                           or Secretary, as the Board shall determine.

                           A director may be removed only for cause by the vote
                           of the holders of record of a majority in voting
                           interest of shares then entitled to vote at an
                           election of such director at a duly constituted
                           meeting of stockholders. Subject to the Certificate
                           of
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                           Incorporation, the vacancy in the Board caused by any
                           such removal may be filled by the stockholders at
                           such meeting or, if not so filled, then by the Board
                           as provided in the next paragraph of these By-laws.
                           Any director may also be removed at any time for
                           cause by a vote of a majority of the whole Board.

                           Subject to the Certificate of Incorporation, in case
                           of any vacancy on the Board or in case of any newly
                           created directorship, a majority of the directors of
                           the Corporation then in office, though less than a
                           quorum, or the sole remaining director may elect a
                           director to fill the vacancy or the newly created
                           directorship for the unexpired portion of the term
                           being filled. The director elected to fill such
                           vacancy shall hold office for the unexpired term in
                           respect of which such vacancy occurred."

         FOURTH: The foregoing amendment was duly adopted in accordance with the
provisions of the Existing By-Laws of the Company, as amended hereby, and the
General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by Robin L. Barber, its duly authorized officer, on this 17th day of
August, 2000.


                                    BALANCED CARE CORPORATION


                                    By:/s/Robin L. Barber
                                         Robin L. Barber
                                         Senior Vice President and
                                         Legal Counsel;
                                         Assistant Secretary





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