Exhibit 3.4


          Amendment to Amended and Restated By-Laws of CNE Group, Inc.
                            Adopted on March 18, 2004


Section 2.12. Ownership Change Under Section 382 of the Internal Revenue Code of
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1986, as amended.  In the absence of special  approval by the Board of Directors
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of the Company, a purported transfer of shares of stock of the Company in excess
of  the  shares  that  can  be  transferred  without  increasing  the  ownership
percentage  of the  transferee  above 4.5 percent is not  effective  to transfer
ownership of such excess shares (the  "Prohibited  Shares") from the  transferor
(the "Initial Transferor") to the purported Acquiror (the "Purported Acquiror").
For this purpose a transferee's  ownership interest  percentage is generally the
sum of the  transferee's  direct  ownership  interest as calculated  pursuant to
Section 382 of the regulations and the transferee's  indirect ownership interest
as  calculated  pursuant  to  Section  382,  with  adjustments  made to  include
ownership  interests  that,  under ordinary  circumstances,  are not included in
measuring  ownership  interests (for example,  including nonstock interests that
may be treated as stock under  Section 382 and  interests  owned by  attribution
from a higher tier entity without regard to Section 382).

On demand by the Company (the demand must be made within thirty days of the time
Company  learns of the transfer of  Prohibited  Shares,  as provided for in this
Article  II), a  Purported  Acquiror  must  transfer  any  certificate  or other
evidence of ownership of the Prohibited  Shares within the Purported  Acquiror's
possession or control,  together with any dividends or other  distributions that
were  received by the  Purported  Acquiror  from the Company with respect to the
Prohibited  Shares (the "Prohibited  Distributions"),  to an agent designated by
the  Company  (the  "Agent").  The Agent will sell the  Prohibited  Shares in an
arms-length  transaction  (over  the  Public  Exchange,  if  possible),  and the
Purported Acquiror will receive an amount of sales proceeds not in excess of the
price  paid or  consideration  surrendered  by the  Purported  Acquiror  for the
Prohibited Shares (or the fair market value of the Prohibited Shares at the time
of an attempted  transfer to the Purported Acquiror by gift,  inheritance,  or a
similar  transfer).  If the Purported  Acquiror has resold the Prohibited Shares
prior to receiving the Company's  demand to surrender the  Prohibited  Shares to
the Agent,  the Purported  Acquiror  shall be deemed to have sold the Prohibited
Shares as agent for the Initial  Transferor and shall be required to transfer to
the Agent any Prohibited  Distributions and the proceeds of such sale, except to
the extent that the Agent grants written permission to the Purported Acquiror to
retain a portion of such  sales  proceeds  not  exceeding  the  amount  that the
Purported  Acquiror  would have received from the Agent if the Agent rather than
the Purported Acquiror had resold the Prohibited Shares.

If the Initial  Transferor can be identified,  the Agent will pay to the Initial
Transferor any sales proceeds in excess of those due to the Purported  Acquiror,
together with any amounts received by the Agent from the Purported Acquiror that
are attributable to




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Prohibited Distributions.  If the Initial Transferor cannot be identified within
ninety days, the Agent may pay any amounts due to the Initial  Transferor into a
court or  governmental  agency,  if applicable  law permits,  and otherwise must
transfer such amounts to a charity designated by the Company.  In no event shall
amounts due to the Initial  Transferor  pursuant to this Article II inure to the
benefit  of the  Company  or the Agent,  but such  amounts  may be used to cover
expenses incurred by the Agent in attempting to identify the initial Transferor.
If the Purported  Acquiror fails to surrender the  Prohibited  Shares within the
next thirty  business  days from demand by the  Company,  then the Company  will
institute legal proceedings to compel the surrender.