EXHIBIT 3.4

                                 BYLAW AMENDMENT

                               DATED MARCH 6, 1998

        RESOLVED, that the Bylaws of the Company are hereby amended by amending
and replacing Section 1 thereto with the following:


               Section 1. ANNUAL MEETING. An annual meeting of the sharehodlers
        ahll be held for the purpose of electing directors and for the
        transaction of such other business as may come before the meeting on
        such date and at such time as the Board of Directors shall fix and set
        forth in the notice of the meeting.