EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                       OF
                                RESTATED BY-LAWS
                                       OF
                           MIDWEST BANC HOLDINGS, INC.

MIDWEST BANC HOLDINGS, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY: FIRST: The Board of Directors of the
Corporation, at its meeting duly held on May 29, 2002, adopted resolutions
approving the following amendments to the Restated By-Laws of the Corporation:

         RESOLVED, that some or all of any class or series of shares of the
         Corporation may be either represented by certificates or
         uncertificated;

         FURTHER RESOLVED, that Section 6.1 of the By-laws of the Corporation is
         hereby amended to read in its entirety as follows:

                  "Section 6.1 Shares Represented by Certificates and
                  Uncertificated Shares. Shares either shall be represented by
                  certificates or shall be uncertificated.

                  (a) Certificates representing shares of the Corporation shall
                  be in such form as determined by the Board of Directors and
                  shall be signed by, or in the name of the Corporation by the
                  Chairman, the President or a Vice President, and by the
                  Treasurer or an Assistant Treasurer, or the Secretary or an
                  Assistant Secretary of the Corporation. Any of or all of the
                  signatures on the certificates may be a facsimile. All
                  certificates of stock shall bear the seal of the Corporation,
                  which seal may be a facsimile, engraved or printed.

                  (b) Unless prohibited by the Certificate of Incorporation, the
                  Board of Directors may provide by resolution that some or all
                  of any class or series of shares shall be uncertificated
                  shares. Notwithstanding the adoption of such resolution by the
                  Board of Directors, each holder of uncertificated shares, upon
                  request to the Corporation, shall be entitled to receive a
                  certificate signed by, or in the name of the Corporation as
                  described in Section 6.1(a). Except as otherwise expressly
                  provided by law, the rights and obligations of the holders of
                  uncertificated shares shall be identical to those of the
                  holders of certificates representing shares of the same class
                  and series."

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         FURTHER RESOLVED, that Section 6.2 of the By-laws of the Corporation is
         hereby amended to read in its entirety as follows:

         "Section 6.2      Transfer of Shares.

                  (a) Provided (i) the Corporation has no duty to inquire into
                  adverse claims or has discharged any such duty, (ii) any
                  applicable law relating to the payment of taxes has been
                  complied with and (iii) the transfer is in fact rightful and
                  to a bona fide purchaser, the Corporation shall have a duty to
                  register any transfer of shares in the stock transfer books of
                  the Corporation if the following conditions are met:

                  (1) For transfer of shares represented by a certificate, there
                  shall have been presented to the Corporation or its transfer
                  agent (i) the stock certificate endorsed by the appropriate
                  person or persons and (ii) reasonable assurance that such
                  endorsement is genuine and effective. Upon registration of
                  such transfer in the stock transfer books of the Corporation,
                  the certificates representing the shares transferred shall be
                  cancelled and the new record holder, upon request, shall be
                  entitled to receive a new certificate or certificates. No new
                  share certificates shall be issued until the former
                  certificate or certificates have been surrendered and
                  cancelled, except that in the case of a lost, destroyed,
                  wrongfully taken or mutilated certificate a new one may be
                  issued therefor upon such terms and indemnity to the
                  Corporation as the Board of Directors, the Chairman or the
                  President may prescribe consistent with applicable law.

                  (2) For transfer of uncertificated shares, the Corporation or
                  its transfer agent shall have received (i) an instruction (in
                  writing or by a communication in such other form as may be
                  agreed upon in writing by the Corporation) from the registered
                  owner or other appropriate person to effect such transfer and
                  (ii) reasonable assurance that such instruction is genuine and
                  effective.

                  (b) The terms and conditions described in the foregoing
                  provisions of this Section shall be construed in accordance
                  with the provisions of the Delaware Uniform Commercial Code,
                  except as otherwise provided by the Delaware General
                  Corporation Law."

SECOND: That such amendments have been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware.


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IN WITNESS WHEREOF, Midwest Banc Holdings, Inc. has caused this Certificate to
be signed and attested on its behalf as of May 29, 2002.

                                    MIDWEST BANC HOLDINGS, INC.



                                    By: /s/ Brad A. Luecke
                                        ---------------------------------------
                                         Brad A. Luecke, President and
                                         Chief Executive Officer

ATTEST:

By: /s/ Daniel Nagle
    -------------------------
     Daniel Nagle, Secretary