EXHIBIT 3.4

                      ARTICLES OF AMENDMENT TO THE CHARTER
                                       OF
                           AIR CHARTER SERVICES, INC.

         Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned incorporator adopts the following
articles of amendment to its charter:

         1.       The name of the corporation is Air Charter Services, Inc.

         2.       The text of each amendment adopted is: Article One shall be
                  deleted in its entirety and the following shall be inserted in
                  lieu thereof:

                           1.       The name of the corporation is Air Travel
                                    Services, Inc.

         3.       The corporation is a for-profit corporation.

         4.       The amendment was duly adopted on September 23, 1991 by the
                  incorporator.

September 23, 1991                               AIR CHARTER SERVICES, INC.
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Signature Date                                   Name of Corporation

Incorporator                                     /s/ J. Page Davidson
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Signer's Capacity                                Signature

                                                 J. Page Davidson
                                                 -------------------------------
                                                 Name (typed of printed)