EXHIBIT 3.2.1

                                AMENDMENT TO THE
                                     BYLAWS
                                       OF
                                  CONN'S, INC.

         The Bylaws (the "Bylaws") of Conn's, Inc, a Delaware corporation, are
hereby amended in the following respects only:

                  Section 3.2 of the Bylaws is hereby amended and restated to
         read in its entirety as follows:

                  "Section 3.2 Number; Election; Change In Number. Except as
                  otherwise provided for or fixed pursuant to the provisions of
                  Article FOUR of the Corporation's 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 may be increased or (subject to the
                  immediately preceding sentence) decreased by one or more
                  resolutions adopted by the Board of Directors. Except with
                  respect to the current terms of directors elected prior to the
                  effective time of the amendment to the Corporation's
                  Certificate of Incorporation 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.
                  If authorized by the Board of Directors, a ballot may be
                  submitted by electronic transmission, provided that any such
                  electronic transmission must either set forth, or be submitted
                  with, information from which it can be determined that the
                  electronic transmission was authorized by the stockholder or
                  proxy holder. No decrease in the number of directors
                  constituting the whole Board of Directors shall have the
                  effect of shortening the term of any incumbent director."

                  The second sentence of Section 3.4 of the Bylaws is hereby
         amended and restated to read in its entirety as follows:

                  "Each director so chosen shall hold office until the next
                  election of directors and until such director's successor is
                  elected and qualified or until such director's earlier death,
                  resignation or removal."

         The remaining provisions of the Bylaws shall remain the same and in
full force and effect.