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                                                                     EXHIBIT 3.4


                          AMENDMENT NO. 2 TO BYLAWS OF
                           SIRROM CAPITAL CORPORATION


       This Amendment No. 2 to the Bylaws of Sirrom Capital Corporation (the
"Corporation") amends the Bylaws of the Corporation, as amended, as set forth
below. Except as modified and amended hereby, the Bylaws of the Corporation
shall remain in full force and effect.

       1. Section 5.5(b) shall be amended to read in its entirety as follows:

              (b)    PRESIDENT. The President of the Corporation shall assist
                     the Chief Executive Officer in the active management of the
                     business of the Corporation. The President shall have the
                     general powers and duties of supervision and management
                     usually vested in the office of the President of a
                     corporation and shall perform such other duties as the
                     Board of Directors from time to time may prescribe.

       2. Section 5.5 shall be amended to add a new Section 5.5(b) as follows
and renumber the current Sections 5.5(b), (c), (d), (e), (f) and (g) to Sections
5.5(c), (d), (e), (f), (g) and (h):

              (b)    CHIEF EXECUTIVE OFFICER. If the Corporation shall establish
                     the office of Chief Executive Officer, then the Chief
                     Executive Officer shall be the Chief Executive Officer of
                     the Corporation and shall have general supervision over the
                     active management of the business of the Corporation. In
                     addition, he shall serve as the Chief Operating Officer of
                     the Corporation until such time as the Corporation selects
                     or appoints another person to serve in that capacity. The
                     Chief Executive Officer shall perform such other duties as
                     the Board of Directors from time to time may prescribe.