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                                                                     EXHIBIT 3.4
                           NEXTEL INTERNATIONAL, INC.

At a special meeting of the Board of Directors of Nextel International, Inc.
(the "Company") a corporation organized under the laws of the State of
Washington held on October 16, 2000 a resolution was adopted to amend Sections
2.12 and 2.13 of the Bylaws by deleting such Sections in their entirety and
replacing them with the following:

       "2.12 VOTING OF SHARES. Except as provided in the Articles of
       Incorporation, each outstanding share of Class B Common Stock shall be
       entitled to ten votes per share, and each other outstanding share of
       capital stock entitled to vote shall be entitled to one vote per share,
       with respect to a matter submitted to a vote of shareholders.

       "2.13 VOTING FOR DIRECTORS. Each outstanding share of Class B Common
       Stock shall be entitled to cast ten votes per share, and each other
       outstanding share of capital stock entitled to vote at an election of
       Directors shall be entitled to cast one vote per share, in each case, in
       person or by proxy and for as many persons as there are Directors to be
       elected and for whose election such shareholder has a right to vote.
       Unless otherwise provided in the Articles of Incorporation, the
       candidates elected shall be those receiving the largest number of votes
       cast, up to the number of Directors to be elected."