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Exhibit 3.4


                              Intermet Corporation
               Amendment to Article III, Section 2, of the By-Laws
                           Effective December 3, 1998


Pursuant to a resolution of the Board of Directors of Intermet Corporation ("the
Corporation") and adopted on December 3, 1998, the first sentence of Section 2
(Number, Election and Term) of Article III (Directors) of the by-laws of
Intermet Corporation was amended to decrease the number of directors which shall
constitute the whole board from nine (9) to ten (10), and shall be effective
immediately. Article III, Directors, Section 2, Number, Election and Term of the
by-laws of Intermet Corporation was amended to read as follows...

         Section 2. Number, Election and Term. The number of directors which
         shall constitute the whole board shall be nine (9). Provided, however,
         the number of directors may be increased or decreased from time to time
         by the board of directors by amendment of this by-law, but no decrease
         shall have the effect of shortening the term of an incumbent director.
         Except as hereinafter provided, the directors shall be elected by
         plurality vote at the annual meeting of shareholders, and each director
         elected shall hold office until his successor is elected and qualified
         or until his earlier resignation, removal from office or death.
         Directors shall be natural persons who have attained the age of 18
         years, but need not be residents of the State of Georgia or
         shareholders of the corporation.