Exhibit 3.2


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                                CareCentric, Inc.
                            (a Delaware corporation)

                                  WITH AND INTO

                         Simione Central Holdings, Inc.
                            (a Delaware corporation)

     Simione Central Holdings,  Inc., (hereinafter called the "Corporation"),  a
corporation  organized and existing under and by virtue of the Delaware  General
Corporation Law, does hereby certify:

     1. The Corporation is a business corporation of the State of Delaware.

     2. The  Corporation  is the owner of all of the  outstanding  shares of the
stock of CareCentric, Inc., which is also a business corporation of the State of
Delaware.

     3. On November 14, 2000, the Board of Directors of the Corporation  adopted
the  following  resolutions  to  merge  CareCentric,  Inc.  with  and  into  the
Corporation and to change the name of the Corporation:

          RESOLVED,  that  CareCentric,   Inc.  be  merged  with  and  into  the
          Corporation and that all of the estate, property,  rights, privileges,
          powers and franchises of  CareCentric,  Inc. be vested in and held and
          enjoyed by the Corporation as fully and entirely and without change or
          diminution  as the same were before  held and enjoyed by  CareCentric,
          Inc. in its name;

          FURTHER  RESOLVED,  that  the  Corporation  shall  assume  all  of the
          obligations of CareCentric, Inc.;

          FURTHER RESOLVED, that upon the effective date of the merger, the name
          of the Corporation shall be changed to "CareCentric, Inc."; and

          FURTHER RESOLVED,  that the officers of the Corporation be and each of
          them hereby is authorized, empowered and directed, on behalf of and in
          the name of the  Corporation,  to take or  cause to be taken  all such
          further actions, to execute, deliver and file or cause to be executed,
          delivered  and  filed  all  such  further   instruments,   agreements,
          amendments,  documents,   certificates,   applications,   notices  and
          undertakings and to incur and pay all such necessary fees and expenses
          as in  their  respective  judgments  shall  be  necessary,  proper  or
          reasonable  to carry into effect the purpose and intent of any and all
          of the foregoing resolutions, and that all actions heretofore taken by
          any officer or  director of the  Corporation  in  connection  with the
          foregoing  resolutions are hereby approved,  ratified and confirmed in
          all respects.
<PAGE>
     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Ownership  and  Merger to be signed by its  Chief  Executive  Officer,  and such
authorized  officer hereby declares,  under penalty of perjury under the laws of
the State of Delaware,  that he signed this  Certificate of Ownership and Merger
in the official capacity set forth beneath his signature and that the statements
set forth in this  Certificate  of Ownership  and Merger are true and correct to
his own knowledge this ____ day of January, 2001.


                                    Simione Central Holdings, Inc.


                                    By: /s/ R. Bruce Dewey
                                        ----------------------------------------
                                        R. Bruce Dewey
                                        President and Chief Executive Officer





                                       2
1272486v1