Exhibit 3.4
                         THE RANDERS GROUP INCORPORATED


                                October 28, 1997

      The  undersigned,  being  all  of  the  Directors  of  The  Randers  Group
Incorporated,  a  Delaware  corporation  (the  "Corporation"),   hereby  consent
pursuant  to Section  141(f) of the  Delaware  General  Corporation  Law, to the
adoption of the following resolution, effective as of the date set forth above:

RESOLVED:       That Section 1 of Article III of the Amended and
                Restated Bylaws of the Corporation be, and it
                hereby is, amended by deleting such section in its
                entirety and replacing it with the following:

                "Section 1. Number of Directors. Except as otherwise provided by
                law, the  certificate of  incorporation  or these  by-laws,  the
                property and business of the corporation  shall be managed by or
                under the  direction  of a board of not less than three nor more
                than thirteen directors. Within the limits specified, the number
                of directors  shall be  determined by resolution of the Board of
                Directors  or  by  the   stockholders  at  the  annual  meeting.
                Directors  need  not be  stockholders.  The  directors  shall be
                elected by ballot at the annual meeting of the  stockholders and
                each  director  shall be  elected to serve  until his  successor
                shall  be  elected  and  shall  qualify  or  until  his  earlier
                resignation or removal; provided that in the event of failure to
                hold such meeting or to hold such election at such meeting, such
                election may be held at any special meeting of the  stockholders
                called for that purpose.  If the office of any director  becomes
                vacant  by  reason  of  death,  resignation,   disqualification,
                removal,   failure  to  elect,   or  otherwise,   the  remaining
                directors,  although  less than a quorum,  by a majority vote of
                such remaining directors may elect a successor or successors who
                shall hold office for the unexpired  term or until their earlier
                resignation   or   removal.    Vacancies   and   newly   created
                directorships  resulting  from any  increase  in the  authorized
                number of directors may be filled by a majority of the directors
                then  in  office,  although  less  than a  quorum,  or by a sole
                remaining  director,  and the  directors  so chosen  shall  hold
                office until the next annual election and until their successors
                are elected and qualified or until their earlier  resignation or
                removal."



/s/ Thomas R. Eurich                                   /s/ Michael J. Krivitzky
     Thomas R. Eurich                                      Michael J. Krivitzky


/s/ Thomas J. McEnhill                                 /s/ Bruce M. Bourdon
     Thomas J. McEnhill                                    Bruce M. Bourdon