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:

            Sections 7.1, 7.2 and 7.4 of the Bylaws are hereby amended and
      restated to read in their entirety as follows:

            "Section 7.1 Certificated and Uncertificated Shares. The shares of
      stock of the Corporation shall be represented by certificates of stock;
      provided, however, that the Board of Directors may provide by resolution
      or resolutions that some or all of any or all classes or series of the
      Corporation's stock shall be uncertificated shares; provided, further,
      that any such resolution shall not apply to shares represented by a
      certificate until such certificate is surrendered to the Corporation.
      Notwithstanding the adoption of such a resolution by the Board of
      Directors, every holder of stock represented by certificates and upon
      request, every holder of uncertificated shares shall be entitled to have a
      certificate signed by the Chairman or Vice Chairman of the Board of
      Directors or the President, a Vice President or other officer designated
      by the Board of Directors, countersigned by the Treasurer or the Secretary
      or an Assistant Treasurer or an Assistant Secretary. Such signature of the
      Chairman or Vice Chairman of the Board, President, Vice President, or
      other officer, such countersignature of the Treasurer or Secretary or
      Assistant Treasurer or Assistant Secretary, and such seal, or any of them,
      may be executed in facsimile, engraved or printed. In case any officer who
      has signed or whose facsimile signature has been placed upon any share
      certificate shall have ceased to be such officer because of death,
      resignation or otherwise before the certificate is issued, it may be
      issued by the Corporation with the same effect as if the officer had not
      ceased to be such at the date of its issue. Said certificates of stock
      shall be in such form as the Board of Directors may from time to time
      prescribe."

            "Section 7.2 Legends. The Board of Directors shall have the power
      and authority to provide that certificates representing shares of stock
      shall bear such legends, and stop transfer instructions and the equivalent
      of legends with respect to any uncertificated shares, as the Board of
      Directors shall authorize, including, without limitation, such legends as
      the Board of Directors deems appropriate to assure that the Corporation
      does not become liable for violations of federal or state securities laws
      or other applicable law, including, but not limited to, the requirements
      imposed pursuant to Section 151(f) of the Delaware General Corporation
      Law."






            "Section 7.4 Transfers. Certificated shares of the Corporation will
      only be transferred on its books upon the surrender to the Corporation of
      the share certificates duly endorsed or accompanied by proper evidence of
      succession, assignment or authority to transfer. The surrendered
      certificates shall be canceled, new certificates issued to the person
      entitled to them and the transaction recorded on the books of the
      Corporation. Uncertificated shares will only be transferred on the books
      of the Corporation upon the written instruction from the registered owner
      of such uncertificated shares, or from a duly authorized attorney, or from
      an individual presenting proper evidence of succession, assignment or
      authority to transfer the stock."

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