Exhibit 3.21

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         CONCENTRA HEALTH SERVICES, INC.


                  The  undersigned,  W. Keith  Newton,  President  of  Concentra
Health Services, Inc., a Nevada corporation (the "Corporation"),  and Richard A.
Parr II, Secretary of the Corporation, do hereby certify that:

                  1.  The name of the Corporation is "Concentra Health Services,
         Inc."

                  2. The original Articles of Incorporation  were filed with the
         Secretary of State of the State of Nevada on November  23, 1993,  under
         the name "OccuCenters, Inc."

                  3. This Amended and  Restated  Articles of  Incorporation  has
         been duly proposed by resolutions adopted and declared advisable by the
         Board of Directors of the Corporation,  duly adopted by written consent
         of the sole  stockholder  of the  Corporation  in lieu of a meeting and
         vote  and  duly  executed  and  acknowledged  by  the  officers  of the
         Corporation in accordance with the provisions of Sections 78.403 of the
         Nevada Revised Statutes and, upon filing with the Secretary of State of
         the State of Nevada in accordance with Section 78.403,  shall supercede
         the original  Articles of Incorporation and shall, as it may thereafter
         be amended in  accordance  with its terms and  applicable  law,  be the
         Articles of Incorporation of the Corporation.

                  4.  The  text  of  the  Articles  of   Incorporation   of  the
         Corporation  is hereby  amended and restated to read in its entirety as
         follows:

                  FIRST:  The  name  of  the  Corporation  is  CONCENTRA  HEALTH
SERVICES, INC.

                  SECOND:   The  address  of  the   registered   office  of  the
Corporation in the State of Nevada is One East First Street,  Reno, Nevada 89501
in Washoe County, Nevada. The name of the Corporation's registered agent at such
address is the Corporation Trust Company of Nevada.

                  THIRD:  The  purposes  for  which  the  Corporation  is formed
are  to  engage  in  any  lawful  act or  activity for which corporations may be
organized under the Nevada Revised Statutes.

                  FOURTH:  The total  number of shares of all  classes  of stock
which the  Corporation  shall have  authority to issue is 1,000,000  shares,  of
Common Stock,  $.01 par value ("Common  Stock").  Except as otherwise  expressly
provided herein, all shares of Common Stock shall be identical and shall entitle
the holders thereof to the same rights and privileges.



<PAGE>



                  FIFTH:  In  furtherance  and not in  limitation  of the powers
conferred  by the laws of the State of  Nevada,  the Board of  Directors  of the
Corporation is expressly  authorized and empowered to make,  alter or repeal the
By-laws  of the  Corporation,  subject to the power of the  stockholders  of the
Corporation to alter or repeal any By-law made by the Board of Directors.

                  SIXTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provisions  contained in this
Amended and Restated Articles of Incorporation;  and other provisions authorized
by the  laws of the  State  of  Nevada  at the  time in  force  may be  added or
inserted,  in the manner now or  hereafter  prescribed  by law;  and all rights,
preferences  and privileges of whatsoever  nature  conferred upon  stockholders,
directors or any other  persons  whomsoever  by and pursuant to this Amended and
Restated  Articles of Incorporation in its present form or as hereafter  amended
are granted subject to the right reserved in this Article.

                  SEVENTH:  (1) The  Corporation  shall,  to the fullest  extent
permitted by Section 78.403 of the Nevada Revised  Statutes,  as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify  under said  section from and against any and all of the  expenses,
liabilities and other matters referred to in or covered by said section, and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may 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,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

                  (2) No person shall be personally liable to the Corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director; PROVIDED, HOWEVER, that the foregoing shall not eliminate or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  Corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) under the Nevada Revised  Statutes or (iv) for any transaction  from which
the director derived an improper personal benefit.

         IN WITNESS WHEREOF,  Concentra  Health  Services,  Inc. has caused this
Amended and Restated Articles of Incorporation to by signed by its President and
attested by its Secretary this 17th day of August 1999.



                                                             /S/ W. KEITH NEWTON
                                                             -------------------
                                                                 W. Keith Newton
                                                                       President

Attest:


/S/ RICHARD A. PARR II
----------------------
  Richard A. Parr II
        Secretary