Exhibit 3.4

          Amendment No. 1 to the Bylaws of The A Consulting Team, Inc.

                                 August 7, 2003

         The Amended and Restated Bylaws of The A Consulting Team, Inc., dated
June 11, 1997, are hereby amended by deleting Article VI - Indemnification,
thereof in its entirety and inserting in lieu thereof the following:

                           "ARTICLE VI.  INDEMNIFICATION."

                           The Corporation shall indemnify to the fullest extent
                  permitted under and in accordance with the laws of the State
                  of New York any person, made, or threatened to be made, a
                  party to an action or proceeding other than by or in the right
                  of the corporation to procure a judgment in its favor, whether
                  civil or criminal, including an action by or in the right of
                  any other corporation of any type or kind, domestic or
                  foreign, or any partnership, joint venture, trust, employee
                  benefit plan or other enterprise, which any director or
                  officer of the Corporation served in any capacity at the
                  request of the corporation, by reason of the fact that he, his
                  testator or intestate, was a director or officer of the
                  corporation, or served such other corporation, partnership,
                  joint venture, trust, employee benefit plan or other
                  enterprise in any capacity, against judgments, fines, amounts
                  paid in settlement and reasonable expenses, including
                  attorney's fees actually and necessarily incurred as a result
                  of such action or proceeding, or any appeal therein, if such
                  director or officer acted, in good faith, for a purpose which
                  he reasonably believed to be in, or, in the case of service
                  for any other corporation, partnership, joint venture, trust,
                  employee benefit plan or other enterprise, not opposed to, the
                  best interests of the corporation and, in criminal actions or
                  proceedings, in addition, had no reasonable cause to believe
                  that his conduct was unlawful.

                           The Corporation shall indemnify to the fullest extent
                  permitted under and in accordance with the laws of the State
                  of New York any person, made, or threatened to be made, a
                  party to an action by or in the right of the corporation to
                  procure a judgment in its favor by reason of the fact that he,
                  his testator or intestate, is or was a director or officer of
                  the corporation, or is or was serving at the request of the
                  corporation as a director or officer of any other corporation
                  of any type or kind, domestic or foreign, of any partnership,
                  joint venture, trust, employee benefit plan or other
                  enterprise, against amounts paid in settlement and reasonable
                  expenses, including attorney's fees actually and necessarily
                  incurred by him in connection with the defense or settlement
                  of such action, or in connection with an appeal therein if
                  such director or officer acted, in good faith, for a purpose
                  which he reasonably believed to be in, or, in the case of
                  service for any other corporation, partnership, joint venture,
                  trust, employee benefit plan or other enterprise, not opposed
                  to, the best interests of the corporation, except that that no
                  indemnification under this paragraph shall be made in respect
                  of (i) a threatened action, or pending action which is settled
                  or otherwise disposed of, or (ii) any claim, issue or matter
                  as to which such person shall have been adjudged to be liable
                  to the Corporation, unless and only to the extent that the
                  court in which such action was brought, or, if no action was
                  brought, any court of competent jurisdiction, determines upon
                  application that, in view of all the circumstances of the
                  case, the person is fairly and reasonably entitled to
                  indemnity for such portion of the settlement amount and
                  expenses as the court deems proper.

                           Expenses (including attorneys' fees) incurred in
                  defending a civil, criminal, administrative or investigative
                  action, suit or proceeding shall be paid by the Corporation in
                  advance of the final disposition of such action, suit or
                  proceeding as authorized by the Board of Directors upon
                  receipt of an undertaking by or on behalf of the indemnified
                  person to repay such amount if it shall ultimately be
                  determined that he or she is not entitled to be indemnified by
                  the Corporation as authorized in this Article VI.

                           If the New York Business Corporation Law ("BCL") is
                  amended after the date of incorporation of the Corporation to
                  authorize corporate action further eliminating or limiting the
                  personal liability of directors, then the liability of any
                  director of the Corporation shall be eliminated or limited to
                  the fullest extent permitted by the BCL, as so amended.

                           Any repeal or modification of this Article VI by the
                  stockholders of the Corporation shall not adversely affect any
                  right or protection of a director or officer of the
                  Corporation existing at the time of such repeal or
                  modification."