Exhibit 3.12

--------------------------------------------------------------------------------


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                        FOCUS HEALTHCARE MANAGEMENT, INC.

                    -----------------------------------------

                       Incorporated under the Laws of the

                               State of Tennessee

                    -----------------------------------------



                                  Adopted as of

                                 August 17, 1999


<PAGE>

--------------------------------------------------------------------------------

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                        FOCUS HEALTHCARE MANAGEMENT, INC.

                            (a Tennessee corporation)

                                   ----------

                                    ARTICLE I

                                     OFFICES

                  The registered office of the Corporation in the State of
Tennessee shall be located in the City of Knoxville, County of Knox. The
Corporation may establish or discontinue, from time to time, such other offices
within or without the State of Tennessee as may be deemed proper for the conduct
of the Corporation's business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. PLACE OF MEETINGS. All meetings of stockholders
shall be held at such place or places, within or without the State of Tennessee,
as may from time to time be fixed by the Board of Directors, or as shall be
specified in the respective notices, or waivers of notice, thereof.

                  SECTION 2. ANNUAL MEETING. The annual meeting of stockholders
for the election of Directors and the transaction of other business shall be
held on such date and at such place as may be designated by the Board of
Directors. At each annual meeting the stockholders entitled

                                       2

<PAGE>


to vote shall elect a Board of Directors and may transact such other proper
business as may come before the meeting.

                  SECTION 3. SPECIAL MEETINGS. A special meeting of the
stockholders, or of any class thereof entitled to vote, for any purpose or
purposes, may be called at any time by the Chairman of the Board, if any, or the
President or by order of the Board of Directors and shall be called by the
Secretary upon the written request of stockholders holding of record at least
50% of the outstanding shares of stock of the Corporation entitled to vote at
such meeting. Such written request shall state the purpose or purposes for which
such meeting is to be called.

                  SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by
law, written notice of each meeting of stockholders, whether annual or special,
stating the place, date and hour of the meeting shall be given not less than ten
days or more than sixty days before the date on which the meeting is to be held
to each stockholder of record entitled to vote thereat by delivering a notice
thereof to him personally or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices intended for him be directed to another address, in
which case such notice shall be directed to him at the address designated in
such request. Notice shall not be required to be given to any stockholder who
shall waive such notice in writing, whether prior to or after such meeting, or
who shall attend such meeting in person or by proxy unless such attendance is
for the express purpose of objecting, at the beginning of such meeting, to the
transactions of any business because the meeting is not lawfully called or
convened. Every notice of a special meeting of the stockholders, besides the
time and place of the meeting, shall state briefly the objects or purposes
thereof.

                  SECTION 5. LIST OF STOCKHOLDERS. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of the stock
ledger to prepare and make, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in his name. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall be kept and produced at
the time and place of the meeting during the whole time thereof and subject to
the inspection of any stockholder who may be present. The original or duplicate
ledger shall be the only evidence as to who are the stockholders entitled to
examine such list or the books of the Corporation or to vote in person or by
proxy at such meeting.

                  SECTION 6. QUORUM. At each meeting of the stockholders, the
holders of record of a majority of the issued and outstanding stock of the
Corporation entitled to vote at such meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business, except where
otherwise provided by law, the Certificate of Incorporation or these By-laws. In
the absence of a quorum, any officer entitled to preside at, or act as Secretary
of, such meeting

                                       3

<PAGE>


shall have the power to adjourn the meeting from time to time until a quorum
shall be constituted.

                  SECTION 7. VOTING. Every stockholder of record who is entitled
to vote shall at every meeting of the stockholders be entitled to one vote for
each share of stock held by him on the record date; EXCEPT, HOWEVER, that shares
of its own stock belonging to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held by the Corporation, shall neither be entitled to vote
nor counted for quorum purposes. Nothing in this Section shall be construed as
limiting the right of the Corporation to vote its own stock held by it in a
fiduciary capacity. At all meetings of the stockholders, a quorum being present,
all matters shall be decided by majority vote of the shares of stock entitled to
vote held by stockholders present in person or by proxy, except as otherwise
required by law or the Certificate of Incorporation. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat or so directed by the chairman of
the meeting or required by law, the vote thereat on any question need not be by
written ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or in his name by his proxy, if there be such proxy, and
shall state the number of shares voted by him and the number of votes to which
each share is entitled.

                  SECTION 8. PROXIES. Each stockholder entitled to vote at a
meeting of stockholders or to express consent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. A proxy acting for any stockholder shall be duly appointed by an
instrument in writing subscribed by such stockholder. No proxy shall be valid
after the expiration of three years from the date thereof unless the proxy
provides for a longer period.

                  SECTION 9. ACTION WITHOUT A MEETING. Any action required to be
taken at any annual or special meeting of stockholders or any action which may
be taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                               BOARD OF DIRECTORS

                  SECTION 1. POWERS. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors.

                                       4


<PAGE>


                  SECTION 2. ELECTION AND TERM. Except as otherwise provided by
law, Directors shall be elected at the annual meeting of stockholders and shall
hold office until the next annual meeting of stockholders and until their
successors are elected and qualify, or until they sooner die, resign or are
removed. At each annual meeting of stockholders, at which a quorum is present,
the persons receiving a plurality of the votes cast shall be the Directors.
Acceptance of the office of Director may be expressed orally or in writing, and
attendance at the organization meeting shall constitute such acceptance.

                  SECTION 3. NUMBER. The number of Directors shall be such
number as shall be determined from time to time by the Board of Directors and
initially shall be two.

                  SECTION 4. QUORUM AND MANNER OF ACTING. Unless otherwise
provided by law, the presence of 50% of the whole Board of Directors shall be
necessary to constitute a quorum for the transaction of business. In the absence
of a quorum, a majority of the Directors present may adjourn the meeting from
time to time until a quorum shall be present. Notice of any adjourned meeting
need not be given. At all meetings of Directors, a quorum being present, all
matters shall be decided by the affirmative vote of a majority of the Directors
present, except as otherwise required by law. The Board of Directors may hold
its meetings at such place or places within or without the State of Tennessee as
the Board of Directors may from time to time determine or as shall be specified
in the respective notices, or waivers of notice, thereof.

                  SECTION 5. ORGANIZATION MEETING. Immediately after each annual
meeting of stockholders for the election of Directors the Board of Directors
shall meet at the place of the annual meeting of stockholders for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given. If such meeting is held at any other
time or place, notice thereof must be given as hereinafter provided for special
meetings of the Board of Directors, subject to the execution of a waiver of the
notice thereof signed by, or the attendance at such meeting of, all Directors
who may not have received such notice.

                  SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such place, within or without the State of Tennessee,
as shall from time to time be determined by the Board of Directors. After there
has been such determination, and notice thereof has been once given to each
member of the Board of Directors as hereinafter provided for special meetings,
regular meetings may be held without further notice being given.

                  SECTION 7. SPECIAL MEETINGS; NOTICE. Special meetings of the
Board of Directors shall be held whenever called by the Chairman of the Board,
if any, the President or by a majority of the Directors. Notice of each such
meeting shall be mailed to each Director, addressed to him at his residence or
usual place of business, at least five days before the date on which the meeting
is to be held, or shall be sent to him at such place by telex or facsimile, or
be delivered personally or by telephone, not later than the day before the day
on which such meeting is to be held. Each such notice shall state the time and
place of the meeting and, as may be required, the purposes thereof. Notice of
any meeting of the Board of Directors need not be given to any Director if he
shall sign a written waiver thereof either before or after the time stated
therein for

                                       5

<PAGE>


such meeting, or if he shall be present at the meeting. Unless limited by law,
the Certificate of Incorporation, these By-laws or the terms of the notice
thereof, any and all business may be transacted at any meeting without the
notice thereof having specifically identified the matters to be acted upon.

                  SECTION 8. REMOVAL OF DIRECTORS. Any Director or the entire
Board of Directors may be removed, with or without cause, at any time, by action
of the holders of record of the majority of the issued and outstanding stock of
the Corporation (a) present in person or by proxy at a meeting of holders of
such stock and entitled to vote thereon or (b) by a consent in writing in the
manner contemplated in Section 9 of Article II, and the vacancy or vacancies in
the Board of Directors caused by any such removal may be filled by action of
such a majority at such meeting or at any subsequent meeting or by consent.

                  SECTION 9. RESIGNATIONS. Any Director of the Corporation may
resign at any time by giving written notice to the Chairman of the Board, if
any, the President, the Vice President or the Secretary of the Corporation. The
resignation of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

                  SECTION 10. VACANCIES. Any newly created directorships and
vacancies occurring in the Board by reason of death, resignation, retirement,
disqualification or removal, with or without cause, may be filled by the action
of the holders of record of the majority of the issued and outstanding stock of
the Corporation (a) present in person or by proxy at a meeting of holders of
such stock and entitled to vote thereon or (b) by a consent in writing in the
manner contemplated in Section 9 of Article II. The Director so chosen, whether
selected to fill a vacancy or elected to a new directorship, shall hold office
until the next meeting of stockholders at which the election of Directors is in
the regular order of business, and until his successor has been elected and
qualifies, or until he sooner dies, resigns or is removed.

                  SECTION 11. COMPENSATION OF DIRECTORS. Directors, as such,
shall not receive any stated salary for their services, but, by resolution of
the Board, a specific sum fixed by the Board plus expenses may be allowed for
attendance at each regular or special meeting of the Board; PROVIDED, HOWEVER,
that nothing herein contained shall be construed to preclude any Director from
serving the Corporation or any parent or subsidiary corporation thereof in any
other capacity and receiving compensation therefor.

                  SECTION 12. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written consent thereto is signed by all members of the
Board, and such written consent is filed with the minutes or proceedings of the
Board.

                  SECTION 13. TELEPHONIC PARTICIPATION IN MEETINGS. Members of
the Board of Directors may participate in a meeting of the Board by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

                                       6


<PAGE>


                                   ARTICLE IV

                                    OFFICERS

                  SECTION 1. PRINCIPAL OFFICERS. The Board of Directors shall
elect a President, a Secretary and a Treasurer, and may in addition elect a
Chairman of the Board, one or more Vice Presidents and such other officers as it
deems fit; the President, the Secretary, the Treasurer, the Chairman of the
Board (if any) and the Vice Presidents (if any) being the principal officers of
the Corporation. One person may hold, and perform the duties of, any two or more
of said offices.

                  SECTION 2. ELECTION AND TERM OF OFFICE. The principal officers
of the Corporation shall be elected annually by the Board of Directors at the
organization meeting thereof. Each such officer shall hold office until his
successor shall have been elected and shall qualify, or until his earlier death,
resignation or removal.

                  SECTION 3. OTHER OFFICERS. In addition, the Board may elect,
or the Chairman of the Board, if any, or the President may appoint, such other
officers as they deem fit. Any such other officers chosen by the Board of
Directors shall be subordinate officers and shall hold office for such period,
have such authority and perform such duties as the Board of Directors, the
Chairman of the Board, if any, or the President may from time to time determine.

                  SECTION 4. REMOVAL. Any officer may be removed, either with or
without cause, at any time, by resolution adopted by the Board of Directors at
any regular meeting of the Board, or at any special meeting of the Board called
for that purpose, at which a quorum is present.

                  SECTION 5. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Chairman of the Board, if any, the President, the
Secretary or the Board of Directors. Any such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

                  SECTION 6. VACANCIES. A vacancy in any office may be filled
for the unexpired portion of the term in the manner prescribed in these By-laws
for election or appointment to such office for such term.

                  SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, if one be elected, shall preside if present at all meetings of the
Board of Directors, and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.

                                       7


<PAGE>


                  SECTION 8. PRESIDENT. The President shall be the chief
operating officer of the Corporation and shall have the general powers and
duties of supervision and management usually vested in the office of president
of a corporation. He shall preside at all meetings of the stockholders if
present thereat, and in the absence or non-election of the Chairman of the Board
of Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the Corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages, and other contracts on behalf of the
Corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer.

                  SECTION 9. VICE PRESIDENT. Each Vice President, if such be
elected, shall have such powers and shall perform such duties as shall be
assigned to him by the President or the Board of Directors.

                  SECTION 10. TREASURER. The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the Corporation.
He shall exhibit at all reasonable times his books of account and records to any
of the Directors of the Corporation upon application during business hours at
the office of the Corporation where such books and records shall be kept; when
requested by the Board of Directors, he shall render a statement of the
condition of the finances of the Corporation at any meeting of the Board or at
the annual meeting of stockholders; he shall receive, and give receipt for,
moneys due and payable to the Corporation from any source whatsoever; in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board of Directors, the President or the Board of Directors. The Treasurer
shall give such bond, if any, for the faithful discharge of his duties as the
Board of Directors may require.

                  SECTION 11. SECRETARY. The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose; he
shall see that all notices required to be given by the Corporation are duly
given and served; he shall have charge of the stock records of the Corporation;
he shall see that all reports, statements and other documents required by law
are properly kept and filed; and in general he shall perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.

                  SECTION 12. SALARIES. The salaries of the principal officers
shall be fixed from time to time by the Board of Directors, and the salaries of
any other officers may be fixed by the President.

                                       8


<PAGE>
                                    ARTICLE V

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS


                  SECTION 1. RIGHT OF INDEMNIFICATION. Every person now or
hereafter serving as a Director or officer of the Corporation and every such
Director or officer serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Corporation in accordance
with and to the fullest extent permitted by law for the defense of, or in
connection with, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.

                  SECTION 2. EXPENSES. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of such Director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article V.

                  SECTION 3. OTHER RIGHTS OF INDEMNIFICATION. The right of
indemnification herein provided shall not be deemed exclusive of any other
rights to which any such Director or officer may now or hereafter be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director or officer and shall inure to the benefit of the
heirs, executors and administrators of such person.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

                  SECTION 1. CERTIFICATE FOR STOCK. Every stockholder of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors shall prescribe, certifying the number of shares
of the capital stock of the Corporation owned by him. No certificate shall be
issued for partly paid shares.

                  SECTION 2. STOCK CERTIFICATE SIGNATURE. The certificates for
such stock shall be numbered in the order in which they shall be issued and
shall be signed by the Chairman of the Board, if any, or the President or any
Vice President and by the Secretary or an Assistant Secretary or the Treasurer
of the Corporation, and its seal shall be affixed thereto. If such certificate
is countersigned (1) by a transfer agent other than the Corporation or its
employee, or, (2) by a registrar other than the Corporation or its employee, the
signatures of such officers of the Corporation may be facsimiles. In case any
officer of the Corporation who has signed, or whose facsimile signature has been
placed upon, any such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of issue.

                                       9


<PAGE>


                  SECTION 3. STOCK LEDGER. A record shall be kept by the
Secretary or by any other officer, employee or agent designated by the Board of
Directors of the name of each person, firm or corporation holding capital stock
of the Corporation, the number of shares represented by, and the respective
dates of, each certificate for such capital stock, and in case of cancellation
of any such certificate, the respective dates of cancellation.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

                  SECTION 1. CORPORATE SEAL. The Board of Directors shall
provide a corporate seal, which shall be in such form as the Board of Directors
may decide. The Secretary shall be the custodian of the seal. The Board of
Directors may authorize a duplicate seal to be kept and used by any other
officer.

                  SECTION 2. VOTING OF STOCKS OWNED BY THE CORPORATION. The
Board of Directors may authorize any person on behalf of the Corporation to
attend, vote and grant proxies to be used at any meeting of stockholders of any
corporation (except the Corporation) in which the Corporation may hold stock.

                  SECTION 3. DIVIDENDS. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon the
capital stock of the Corporation as and when they deem expedient. Before
declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes as
the Board of Directors shall deem conducive to the interests of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

                  These By-laws of the Corporation may be altered, amended or
repealed by the Board of Directors at any regular or special meeting of the
Board of Directors or by the affirmative vote of the holders of record of a
majority of the issued and outstanding stock of the Corporation (i) present in
person or by proxy at a meeting of holders of such stock and entitled to vote
thereon or (ii) by a consent in writing in the manner contemplated in Section 9
of Article II, PROVIDED, HOWEVER, that notice of the proposed alteration,
amendment or repeal is contained in the notice of such meeting. By-laws, whether
made or altered by the stockholders or by the Board of Directors, shall be
subject to alteration or repeal by the stockholders as in this Article VIII
above provided.