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                                                                     EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 PMR CORPORATION

                        (Incorporated on January 8, 1988)

                     (Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware)

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         PMR Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies:

FIRST:       The name of the Corporation is PMR Corporation.

SECOND:      The Amended and Restated Certificate of Incorporation of the
             Corporation was filed with the Secretary of State of the State of
             Delaware on March 9, 1998.

THIRD:       The Amended and Restated Certificate of the Corporation is hereby
             amended so that ARTICLE I reads in its entirety as follows:

         "The name of this Corporation is Psychiatric Solutions, Inc."

FOURTH:      The Amended and Restated Certificate of the Corporation is hereby
             amended so that ARTICLE V reads in its entirety as follows:

         "A. This Corporation is authorized to issue two classes of shares to be
         designated, respectively, "Common Stock" and "Preferred Stock." All of
         said shares shall be one cent ($0.01) par value each. The total number
         of shares of stock that the Corporation is authorized to issue is Fifty
         Million (50,000,000), of which Forty-Eight Million (48,000,000) shares
         shall be Common Stock, each having a par value of one cent ($0.01) per
         share, and Two Million (2,000,000) shares shall be Preferred Stock,
         each having a par value of one cent ($0.01) per share.

         B. The Preferred Stock may be issued from time to time in one or more
         series. The Board of Directors is hereby authorized, by filing a
         certificate (a "Preferred Stock Designation") pursuant to the Delaware
         General Corporation Law, to fix or alter from time to time the
         designation, powers, preferences and rights of the shares of each such
         series and the qualifications, limitations or restrictions of any
         wholly unissued series of Preferred Stock, and to establish from time
         to time the number of share constituting any such series or any of
         them; and to increase or decrease the number of shares of any series
         subsequent to the

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         issuance of shares of that series, but not below the number of shares
         of such series then outstanding. In case the number of shares of any
         series shall be decreased in accordance with the foregoing sentence,
         the shares constituting such decrease shall resume the status that they
         had prior to the adoption of the resolution originally fixing the
         number of shares of such series.

         C. The Corporation may purchase, directly or indirectly, its own shares
         to the extent that may be allowed by law.

         D. Effective immediately upon filing of this Certificate of Amendment
         with the Secretary of State of the State of Delaware (the "Effective
         Time"), each share of Common Stock, par value $0.01 per share (the "Old
         Common Stock"), issued and outstanding immediately prior to such
         Effective Time shall, without any action on the part of the holder
         thereof, be converted and reclassified into, and immediately represent,
         four-tenths of one validly issued, fully paid and non-assessable share
         of Common Stock, par value $0.01 per share. Notwithstanding the
         foregoing, no fraction of a share of Common Stock shall be issued by
         virtue of such conversion and reclassification, and any fraction of a
         share of Common Stock that would otherwise result pursuant to the
         preceding sentence (after aggregating all fractional shares to be
         received by such stockholder) shall automatically be rounded down to
         the nearest whole share. Each certificate representing shares of Old
         Common Stock shall thereafter represent that number of shares of Common
         Stock determined in accordance with the previous sentences; provided,
         however, that each person holding of record a stock certificate or
         certificates representing shares of Old Common Stock shall receive,
         upon surrender of such certificate or certificates, a new certificate
         or certificates evidencing and representing the number of shares of
         Common Stock to which such person is entitled. In addition, any options
         to acquire shares of Common Stock (each, an "Option") outstanding
         immediately prior to the Effective Time shall, without any action on
         the part of the holder thereof or the Corporation, be adjusted as
         follows: (i) the number of shares of Common Stock subject to such
         Option shall be divided by 3 (rounded down to the nearest whole share);
         and (ii) the per share exercise price set forth in such Option shall be
         multiplied by 3, subject to appropriate reduction on account of any
         fractions not issued as a result of rounding down; provided, however,
         that the foregoing adjustments shall not apply if the plan under which
         a particular Option was granted provides for adjustments similar to the
         foregoing. The provisions of this Paragraph D shall not change the par
         value of the Common Stock as set forth in Article V, Paragraph A
         hereof."

FIFTH:       The above amendments to the Restated Certificate of Incorporation
             of the Corporation were duly adopted by the unanimous approval of
             the Board of Directors of the Corporation and have been duly
             approved by the stockholders of the Corporation in accordance with
             the provisions of Section 242 of the General Corporation Law of the
             State of Delaware and the Restated Certificate of Incorporation of
             the Corporation, or otherwise.

                                      * * *

                            [Signature page follows]

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         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
5th day of August, 2002.


                                       PMR CORPORATION


                                       By: /s/ Fred Furman
                                           ---------------------------------
                                               Fred Furman
                                               President and General Counsel