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                                                                    Exhibit 3.4
                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                         CENTURY BUSINESS SERVICES, INC.


         Century Business Services, Inc. a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:

         1.   That the first paragraph of Article Four of the Certificate of
              Incorporation of the Corporation is hereby amended and restated in
              its entirety as follows:

                                  "ARTICLE FOUR

                  The total number of shares of all classes of stock which this
              Corporation shall have authority to issue is 250,000,000 shares,
              consisting of 250,000,000 shares of Common Stock, $.01 par value
              per share. The aggregate par value of all shares of all classes of
              stock that this Corporation has authority to issue is
              $2,500,000.00."

         2.   That said amendments to this Certificate of Amendment to the
              Certificate of Incorporation of the Corporation were duly adopted
              in accordance with the provisions of Section 242 of the General
              Corporation Law of the State of Delaware.

         3.   That this Certificate of Amendment to the Certificate of
              Incorporation shall become effective upon filing with the
              Secretary of State of the State of Delaware.

         THE UNDERSIGNED, being the Executive Vice President of this
Corporation, hereby declares and certifies that this Certificate of Amendment to
the Certificate of Incorporation of Century Business Services, Inc. is his act
and deed and the facts herein stated are true, and accordingly has hereunto set
his hand this 10th day of September, 1998.

                                     CENTURY BUSINESS SERVICES, INC.



                                     By:   /s/ Gregory J. Skoda
                                        ---------------------------------------
                                     Gregory J. Skoda, Executive Vice President