EXHIBIT 3.6


                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                            SERIES B PREFERRED STOCK

                                       OF

                         SIMIONE CENTRAL HOLDINGS, INC.


     The undersigned,  R. Bruce Dewey,  President and Chief Executive Officer of
Simione Central Holdings, Inc. (the "Corporation"),  a corporation organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware (the "Code"), does hereby certify:

     1. The name of the corporation is Simione Central Holdings, Inc.

     2. Pursuant to the authority  conferred  upon the Board of Directors by the
Certificate  of  Incorporation  and  Section  151(g) of the  Code,  the Board of
Directors  adopted  on  September  2,  1999  a  resolution   setting  forth  the
designations, preferences and relative, participating, optional or other special
rights and  qualifications,  limitations  or  restrictions  of the shares of the
Series  B  Preferred  Stock  (the  "Resolution")  and the  Corporation  caused a
Certificate of Designations,  Preferences and Rights of Series B Preferred Stock
containing the Resolution to be signed and filed.

     3. The Board of Directors adopted on March 7, 2000 the following resolution
regarding the amendment of the Resolution:

     "RESOLVED,  that the entire  Section 3.C. of the resolution of the Board of
Directors   adopted  on  September  2,  1999  setting  forth  the  designations,
preferences  and relative,  participating,  optional or other special rights and
qualifications,  limitations  or  restrictions  of the  shares  of the  Series B
Preferred  Stock be deleted and  replaced in its  entirety  with the  following:
'Each share of the Series B Preferred Stock shall initially have  four-tenths of
one  (.4)  vote in all  matters  to be  voted  upon by the  stockholders  of the
Corporation (the "Series B Voting Right"),  and shall be adjusted as hereinafter
provided. If the Corporation shall (i) declare a dividend or make a distribution
in shares of its common  stock,  (ii)  subdivide or reclassify  the  outstanding
shares of its common stock into a greater number of shares,  or (iii) combine or
reclassify the  outstanding  shares of its common stock into a smaller number of
shares,  the  Series B  Voting  Right  at the  time of the  record  date of such
dividend or distribution shall be proportionately adjusted so that the holder of
any shares of Series B Preferred  Stock after such date shall be entitled to the
same aggregate voting power of all shares of the Corporation's outstanding stock
which such holder was  entitled to  immediately  prior to such date.  Successive
adjustments  in the  Series B Voting  Right  shall be made  whenever  any  event
specified  above shall  occur.  The Series B  Preferred  Stock shall vote on any
matter upon which stockholders of the Corporation are entitled to vote, together
as a single class with such stockholders.'"

     4. The  Certificate  of  Designations,  Preferences  and Rights of Series B
Preferred  Stock of the Corporation is hereby amended as described above in part
3 of this Certificate.

     5. The  amendment  herein  certified  has been duly adopted by the Board of
Directors of the  Corporation in accordance  with Sections 141 and 151(g) of the
Code.

     6. No shares of the Series B Preferred Stock are issued or outstanding.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its President and 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  in the official  capacity set forth
beneath his signature and that the statements set forth in this  Certificate are
true and correct to his own knowledge this 7th day of March, 2000.


                                /s/ R. BRUCE DEWEY
                                --------------------------------
                                R. Bruce Dewey
                                President and Chief Executive Officer
<PAGE>
1079675v2

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                     AND RIGHTS OF SERIES B PREFERRED STOCK
                        OF SIMIONE CENTRAL HOLDINGS, INC.


     It is hereby certified that:

     1. The name of the  corporation  is Simione  Central  Holdings,  Inc.  (the
"Corporation").

     2.  Section 1 of Article III of the  Certificate  of  Incorporation  of the
Corporation authorizes the issuance of 10,000,000 shares of preferred stock, par
value,  1/10th of 1 cent,  and  Section 3 of Article III of the  Certificate  of
Incorporation  of the  Corporation  expressly vests in the Board of Directors of
the  Corporation  the  authority  provided  therein to issue shares of preferred
stock at any time and from time to time,  in one or more  series,  and to fix or
alter the  designations,  preferences and relative,  participating,  optional or
other special rights and  qualifications,  limitations or  restrictions  of such
shares of preferred stock, including without limitation of the generality of the
foregoing,  dividend rights,  dividend rates,  conversion rights, voting rights,
rights and terms of redemption  (including sinking fund provisions),  redemption
price or prices and  liquidation  preferences of any wholly  unissued  series of
preferred  shares and the number of shares  constituting  any of such series and
the designation thereof, or any of them.

     3. Pursuant to the authority  conferred  upon the Board of Directors by the
Certificate of Incorporation  and Section 151(g) of the General  Corporation Law
of the State of  Delaware,  the  Board of  Directors  adopted  on the 2nd day of
September, 1999 the resolutions set forth below: (a) creating a series of shares
of preferred stock designated  "Series B Preferred Stock"; and (b) setting forth
the  designations,  preferences and relative,  participating,  optional or other
special rights and qualifications, limitations or restrictions, of the shares of
the Series B Preferred  Stock.  No shares of Series B Preferred  Stock have been
previously issued.

     "RESOLVED, that pursuant to authority granted to and vested in the Board of
Directors  of  the   Corporation  in  accordance  with  the  provisions  of  the
Certificate of Incorporation  of the Corporation,  the Board of Directors hereby
creates a series of preferred  stock,  par value 1/10th of 1 cent per share,  of
the  Corporation  and states its  designation and number of shares and fixes the
relative rights, preferences and limitations thereof as follows:

     A.  Designation.  The designation  shall be "Series B Preferred Stock" (the
"Series B Preferred Stock"). Each share of the Series B Preferred Stock shall be
identical in all respects with the other shares of Series B Preferred Stock.

     B.  Number.  The  number of shares of  Series B  Preferred  Stock  shall be
5,600,000, which number from time to time may be increased or decreased (but not
below the number then outstanding) by the Board of Directors of the Corporation.
Any shares of Series B Preferred  Stock  purchased by the  Corporation  shall be
canceled and shall revert to authorized but unissued  shares of preferred  stock
undesignated as to series.

     C.  Voting.  Each share of the Series B Preferred  Stock shall have two (2)
votes in all matters to be voted upon by the  stockholders  of the  Corporation.
The Series B Preferred Stock shall vote on any matter upon which stockholders of
the  Corporation  are  entitled to vote,  together  as a single  class with such
stockholders.

     D.  Director.  For so long as the Series B  Preferred  Stock  shall  remain
outstanding,  in the event that the Board of  Directors  of the  Corporation  is
unable to reach a decision on a vote on any matter  properly before the Board of
Directors in two consecutive  meetings of the Board of Directors,  the number of
directors of the Board of Directors shall be increased by One (1) member and the
holders of the Series B  Preferred  Stock  shall have the right to appoint  such
member of the Board of  Directors.  Any director  who has been  appointed by the
holders of the Series B Preferred  Stock may be removed  during such  director's
term of office,  whether with or without cause,  only by the affirmative vote of
the holders of a majority of the Series B Preferred Stock.

     E. Dividends. The holder of each share of Series B Preferred Stock shall be
entitled to receive,  prior and in preference to any distribution to the holders
of common stock, and subject to the dividend rights of the holders of the Series
A Preferred Stock pursuant to the provisions of the Certificate of Designations,
Preferences and Rights of Series A Preferred Stock,  cumulative dividends at the
rate per annum of nine  percent  (9%) of the One Dollar  and Seven and  143/1000
cents  ($1.07143)  original  issuance  price per share (the  "Original  Issuance
Price") of the Series B Preferred  Stock  declared by the Board of Directors out
of funds  legally  available  therefore.  All  accrued but unpaid  dividends  on
outstanding  shares of the Series B Preferred  Stock must be paid in full before
any cash dividend may be declared on the common stock.

     F.  Mergers.  In the event of a Change of Control  Transaction  (as defined
below),  each share of Series B Preferred Stock shall be entitled to receive the
same consideration as an outstanding share of common stock, but in any event not
less than the Original Issue Price, plus accumulated but unpaid  dividends.  For
the purposes of this Section F, a "Change of Control  Transaction"  with respect
to  the  Corporation   means  (i)  the  acquisition  of  the  Corporation  by  a
non-affiliated  third  party  pursuant  to a merger,  consolidation  or business
combination;  (ii) the sale of all or a  substantial  part of the  assets of the
Corporation  to  a  non-affiliated  third  party;  (iii)  the  occurrence  of  a
transaction  pursuant  to  which  any  entity  or  person  shall,  alone  or  in
combination with any affiliate (as defined in the Securities and Exchange Act of
1934 as amended and all regulations promulgated pursuant thereto, (the "Exchange
Act")) become the beneficial owner (as defined in Rules 13(d) and 13(d)-5) under
the Exchange  Act) of fifty percent  (50%) or more of any  outstanding  class of
capital stock of the Corporation having ordinary voting power in the election of
its  directors;  or (iv) the  Corporation  shall  cease to own less than  eighty
percent  (80%) of the  voting  stock  of any of its  subsidiaries  (unless  such
failure is due to the merger of any subsidiary  with and into the  corporation).
The transactions among the Corporation,  Mestek,  Inc., MCS, Inc., John E. Reed,
Stewart B. Reed and E. Herbert Burk  contemplated in that certain Second Amended
and Restated  Agreement and Plan of Merger and Investment  Agreement dated as of
October 25, 1999 by and among such  parties,  as such  agreement  may be amended
from  time to time,  shall  not be deemed  to  constitute  a Change  of  Control
Transaction under this Section F.

     G. Rights Upon  Liquidation.  In the event of any voluntary or  involuntary
liquidation,  dissolution  or winding-up of the  Corporation,  the assets of the
Corporation  available for distribution to its stockholders shall be distributed
in the following order of priority:

     1.  The  remaining  assets,  if  any,  of  the  Corporation  available  for
distribution  to the  stockholders  shall be distributed in accordance  with the
provisions of the Certificate of Designations,  Preferences and Rights of Series
A Preferred Stock.

     2. After  distribution  of the amount set forth  above,  the holder of each
Series B Preferred Stock then  outstanding  shall be entitled to receive,  prior
and in preference to any  distribution  to the holders of common stock an amount
equal to One  Dollar  and Seven and  143/1000  cents  ($1.07143)  per share (the
"Liquidation  Price")  plus an  amount  equal  to the  Original  Issuance  Price
multiplied by nine (9%) percent per annum from the date of original  issuance of
the Series B Preferred Stock to the date of  distribution,  provided such amount
shall be  reduced by an amount  equal to all  dividends  declared  and paid with
respect to such shares of Series B Preferred  Stock since the  original  date of
issuance.  If the assets and funds of the Corporation available for distribution
to the holders of Series B Preferred  Stock shall be  insufficient to permit the
payment of the full preferential amount set forth in this Section,  then all the
assets of the Corporation available for distribution shall be distributed to the
holders of Series B  Preferred  Stock pro rata so that each share  receives  the
same percentage of its respective liquidation interest.

     3. After  distribution of the amount set forth above, the remaining assets,
if any of the Corporation  available for distribution to the stockholders  shall
be  distributed  to holders of shares of common  stock to the  exclusion  of the
holders of Series A  Preferred  Stock and Series B  Preferred  Stock  until such
holders  of  common  stock  have  been  paid an  amount  equal to the  aggregate
liquidation  price of the Series A  Preferred  Stock and the Series B  Preferred
Stock, and then, if any assets remain, the balance shall be distributed  ratably
to the holders of common  stock and to the  holders of Series A Preferred  Stock
and the holders of Series B Preferred Stock.

     H. The  Corporation  will not  amend  this  Certificate  in a manner  which
materially  and  adversely  impacts the rights of the Series B  Preferred  Stock
hereunder or recombine or  reclassify  the Series B Preferred  Stock without the
prior  written  approval  of  holders  of a  majority  of the shares of Series B
Preferred Stock then outstanding.

     FURTHER   RESOLVED,   that  the  statements   contained  in  the  foregoing
resolutions creating and designating the Series B Preferred Stock and fixing the
powers,  designations,  preferences and relative, optional,  participating,  and
other special  rights and the  qualifications,  limitations,  restrictions,  and
other distinguishing  characteristics  thereof shall, upon the effective date of
said  series,  be deemed to be included in and be a part of the  Certificate  of
Incorporation of the corporation  pursuant to the provisions of Sections 104 and
151 of the General Corporation Law of the State of Delaware."

     The  effective  time  and  date of the  Series  B  Preferred  Stock  herein
certified shall be the filing date of this Certificate of Designations  with the
Secretary of State of Delaware.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed  by its  Senior  Vice  President,  and  such  authorized  officer  hereby
declares, under penalty of perjury under the laws of the State of Delaware, that
he signed  this  Certificate  in the  official  capacity  set forth  beneath his
signature and that the  statements  set forth in this  Certificate  are true and
correct to his own knowledge this 1st day of March, 2000.



                                  /s/ GEORGE M. HARE
                                  -------------------------------------
                                  George M. Hare, Senior Vice President