EXHIBIT 3


                           CERTIFICATE OF AMENDMENT
                                      OF
               CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES
                AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
                      SPECIAL RIGHTS AND QUALIFICATIONS,
                          LIMITATIONS OR RESTRICTIONS

                                      OF

                         7% REDEEMABLE PREFERRED STOCK

                                      OF

                        HANGER ORTHOPEDIC GROUP, INC.,
                            A DELAWARE CORPORATION
                      (THE "CERTIFICATE OF DESIGNATIONS")

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

                          Pursuant to Section 242 the
               General Corporation Law of the State of Delaware
              --------------------------------------------------


      Hanger  Orthopedic  Group,  Inc., a  corporation  organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the  "Corporation"),  hereby certifies that the following  resolution was duly
adopted by the Board of Directors of the  Corporation  and was approved by the
holders  of a  majority  of the  outstanding  shares  of  Common  Stock of the
Corporation  and by the holder of a majority of the  outstanding  shares of 7%
Redeemable   Preferred  Stock  of  the  Corporation  in  accordance  with  the
provisions of Section 242 of the Delaware General Corporation Law at a meeting
duly called and held on May 16, 2000.

      RESOLVED,  that the Certificate of Designations  setting forth the terms
of the  Redeemable  Preferred  Stock of the  Corporation  shall be  amended as
follows:

      Section 1. The definition of "Change of Control" set forth in Article II
of the  Certificate  of  Designations  is hereby  deleted in its  entirety and
replaced with the following:

                                    "Change of Control" means (a) a "Change of
                  Control"  (as  defined  in the  Indenture)  or (b) a  Merger
                  Change of Control.




Page 2

      Section  2.  Article II of the  Certificate  of  Designations  is hereby
amended by adding a new definition thereto which shall read in its entirety as
follows:

                                    "Merger Change of ControL" means a merger,
                  consolidation or amalgamation between the Corporation or any
                  wholly-owned  Subsidiary  and any  other  Person,  except  a
                  merger or  consolidation  of any Subsidiary with or into any
                  Person in connection  with any  acquisition  permitted under
                  Section 3.3(c)(v)."

      Section 3.  Section 3.3 of the  Certificate  of  Designations  is hereby
amended by deleting  Section  3.3(c)(iv) and replacing it with  "Intentionally
Omitted."



      IN WITNESS  WEREOF,  the  Corporation  had caused  this  Certificate  of
Amendment to signed as of the 16th day of May, 2000.



                                  HANGER ORTHOPEDIC GROUP, INC.

                                  By: /s/IVAN R. SABEL
                                      ----------------
                                      Name:  Ivan R. Sabel
                                      Title:  Chairman of the Board, President
                                                and Chief Executive Officer