1
                                  EXHIBIT 3.4

                             CERTIFICATE OF MERGER
                                       OF
                          NASHVILLE COUNTRY CLUB, INC.
                                      INTO
                         TBA ENTERTAINMENT CORPORATION

         The undersigned corporation, organized and existing under and by
virtue of the Delaware General Corporation Law, does hereby certify:

         FIRST:  That an Agreement and Plan of Merger among Nashville Country
Club, Inc., a Tennessee corporation, and TBA Entertainment Corporation, a
Delaware corporation, has been approved, adopted, certified, executed and
acknowledged by each of Nashville Country Club, Inc. and TBA Entertainment
Corporation in accordance with the requirements of Section 252 of the Delaware
General Corporation Law.

         SECOND:  The surviving corporation is TBA Entertainment Corporation, a
Delaware corporation.

         THIRD:  The certificate of incorporation of TBA Entertainment
Corporation shall be the certificate of incorporation of the surviving
corporation.

         FOURTH:  The executed Agreement and Plan of Merger are on file at the
office of TBA Entertainment Corporation located at 402 Heritage Plantation Way,
Hickory Valley, Tennessee  38042.

         FIFTH:  A copy of the Agreement and Plan of Merger will be furnished
by TBA Entertainment Corporation, on request and without cost, to any
stockholder of TBA Entertainment Corporation or Nashville Country Club, Inc.

         SIXTH:  The authorized capital stock of Nashville Country Club, Inc.
is 20,000,000 shares of common stock, no par value, and 1,000,000 shares of
preferred stock, no par value.

         IN WITNESS WHEREOF, TBA Entertainment Corporation has caused this
Certificate of Merger to be signed by Thomas J. Weaver III, its authorized
officer, this 8th day of September, 1997.

                                             TBA ENTERTAINMENT CORPORATION


                                             By: /s/ Thomas J. Weaver III     
                                                ------------------------------
                                                 Thomas J. Weaver III, 
                                                 Chief Executive Officer





                                      -1-