EXHIBIT 3.1.1


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                 OF CONN'S, INC.
                               (the "Corporation")

         Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned Corporation files the following Certificate of
Amendment to its Certificate of Incorporation (the "Certificate of
Incorporation"), which amends Article Ten thereof so as to, among other things,
provide for a minimum number of directors constituting the entire Board of
Directors (the "Board") and no maximum number, and remove the provision
providing for a classified Board.

                                        I

         The name of the Corporation is Conn's, Inc.

                                       II

         The following amendments to the Certificate of Incorporation were
adopted by the Board on April 8, 2004 and by the stockholders of the Corporation
on June 3, 2004:

                  Article Ten, Section B of the Company's Certificate of
         Incorporation is hereby amended and restated to read in its entirety as
         follows:

                  "B. Except as otherwise provided for or fixed pursuant to the
                  provisions of Article FOUR of this Certificate of
                  Incorporation relating to the rights of holders of any series
                  of Preferred Stock to elect additional directors, the total
                  number of directors which shall constitute the entire Board of
                  Directors of the Corporation shall be no less than three (3)
                  directors. The number of directors which shall constitute the
                  entire Board of Directors shall be determined as set forth in
                  the Bylaws of the Corporation. Except with respect to the
                  current terms of directors elected prior to the effective time
                  of the amendment eliminating the classified Board of
                  Directors, who shall serve the remainder of their term, each
                  director shall hold office until the next annual meeting of
                  the stockholders of the Corporation following such director's
                  election or appointment and, the foregoing notwithstanding,
                  shall serve until his successor shall have been duly elected
                  and qualified, unless he shall resign, become disqualified,
                  disabled or shall otherwise be removed."

                  Article Ten, Section E of the Company's Certificate of
         Incorporation is being renumbered as Article Ten, Section C and is
         hereby amended and restated to read in its entirety as follows:

                  "C. Subject to the rights of the holders of any one or more
                  series of Preferred Stock then outstanding, newly created
                  directorships resulting from any increase in the authorized
                  number of directors or any vacancies in the Board of Directors
                  resulting from death, resignation, retirement,
                  disqualification, removal from office or other cause shall be
                  filled solely by the affirmative vote of a majority of the
                  remaining directors then in office, even though less than a
                  quorum of the Board of Directors. Any director so chosen shall
                  hold office until the next election of directors and until his
                  successor shall be elected and qualified. No decrease in the
                  number of directors shall shorten the term of any incumbent
                  director."

                  Article Ten, Sections C and D of the Company's Certificate of
         Incorporation are hereby removed. Accordingly, Article Ten, Sections F,
         G and H are hereby amended to reflect their respective correct heading.




                                       III

         The number of votes of holders of capital stock of the Corporation
entitled to vote at the time of such adoption was 23,151,799, which represents
one vote for each of the 23,151,799 shares of common stock, par value $0.01 per
share, outstanding and entitled to vote on the amendments.

                                       IV

         The number of votes which voted for the amendments was 19,543,972 while
the number of votes which voted against the amendments was 3,607,827. No holders
abstained from voting on the amendments.

                                        V

         These amendments to Article Ten of the Corporation's Certificate of
Incorporation have been duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.


         IN WITNESS WHEREOF, I have hereunto set my hand as of the 3rd day of
June, 2004.


                               CONN'S, INC.


                               By:      /s/ C. William Frank
                                  ---------------------------------------------
                                   C. William Frank
                                   Executive Vice President and Chief Financial
                                   Officer