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                                                                   EXHIBIT 3.4

                                 AMENDMENT NO. 3
                                     to the
                 SECOND AMENDED AND RESTATED OPERATING AGREEMENT
                                       of
                           CHEROKEE INTERNATIONAL, LLC


         This Amendment No. 3 (this "AMENDMENT") to the Second Amended and
Restated Operating Agreement, dated as of April 30, 1999, as amended by
Amendment No. 1 thereto, dated as of June 30, 1999 and Amendment No. 2
thereto, dated as of June 30, 1999 (the "AGREEMENT"), of Cherokee
International, LLC, a California limited liability company (the "COMPANY") is
made and entered into as of June __, 2000 among the Company and such members
of the Company as are party to this Amendment.

         WHEREAS, Section 4.1.2 of the Agreement provides that, under certain
circumstances, Members shall have the opportunity to make additional Capital
Contributions on a pro rata basis in accordance with their Percentage Interests;
and

         WHEREAS, the issuance of additional membership units of the Company to
individuals who are not "Accredited Investors" as set forth in the Rules and
Regulations promulgated under the Securities Act of 1933, as amended, is
impracticable on a commercially reasonable basis.

         NOW, THEREFORE, in consideration of the mutual agreements and promises
herein contained, the parties hereto, intending to be legally bound hereby,
agree as follows:

1.       DEFINITIONS: REFERENCES. Unless otherwise specifically defined herein,
         each term used herein that is defined in the Agreement shall have the
         meaning assigned to such term in the Agreement. Each reference to
         "hereof," "hereunder," herein" and "hereby" and other similar
         reference contained in the Agreement shall from and after the date of
         this Amendment refer to the Agreement as amended hereby.

2.       EFFECTIVENESS OF AMENDMENTS. Upon approval by a Supermajority of the
         members of the Management Committee and Members having at least a
         Majority in Interest, including the signatories hereto, this Amendment
         shall become effective and the Agreement shall be amended as provided
         herein as of June __, 2000.

3.       AMENDMENT OF SECTION 4.1.2. Section 4.1.2 of the Operating Agreement is
         amended to read its entirety as follows:


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                  "No Member shall be required to make any additional Capital
                  Contributions. To the extent approved by the Management
                  Committee by Supermajority Vote, from time to time, the
                  Members may be permitted to make additional Capital
                  Contributions if and to the extent they so desire, and if the
                  Management Committee by Supermajority Vote determines that
                  such additional Capital Contributions are necessary or
                  appropriate for the conduct of the Company's business. In that
                  event, the Members shall have the opportunity, but not the
                  obligation, to participate in such additional Capital
                  Contributions on a pro rata basis in accordance with their
                  Percentage Interests; PROVIDED, that no Member shall have the
                  opportunity to make such additional Capital Contributions
                  unless such Member has previously demonstrated to the
                  reasonable satisfaction of the Management Committee that such
                  Member is an Accredited Investor within the meaning of the
                  Rules and Regulations promulgated under the Securities Act of
                  1933, as amended. Each Member shall receive a credit to his or
                  her Capital Account in the amount of any additional capital
                  contributed in cash (or the fair market value of any non-cash
                  contribution) which he or she contributes to the Company.
                  Immediately following such Capital Contributions, the
                  Percentage Interests shall be adjusted by the Management
                  Committee through issuances of additional Units (which shall
                  be voting Units unless the Member to receive such Units either
                  (i) holds only non-voting Units, or (ii) requests non-voting
                  Units) as may be necessary to reflect the new relative
                  proportions of the Capital Accounts of the Members, taking
                  into consideration any adjustments to the Capital Accounts
                  made in accordance with the provisions of Tres. Reg. Section
                  1.704-1(b)(2)(iv)(f). The fair market value of any non-cash
                  contribution shall be determined in good faith by
                  Supermajority Vote of the Management Committee
                  representatives."

         Emphasis on amended language for purposes of Members' consent only.

4.       EFFECTIVENESS OF THE AGREEMENT. Except as amended hereby, the Agreement
         shall continue in full force and effect.

5.       INCORPORATION OF TERMS. This Amendment shall be governed by and
         construed in accordance with Article XIII of the Agreement.


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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.

                                     MEMBER:

                                     CHEROKEE INVESTOR PARTNERS, LLC



                                     By:
                                        --------------------------------
                                     Its:
                                        --------------------------------

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                                     MEMBER:



                                     By:
                                        --------------------------------
                                           GANPAT PATEL, AS TRUSTEE OF
                                           THE PATEL FAMILY TRUST,
                                           DATED JULY 17, 1987

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                           MANJU PATEL, AS TRUSTEE OF
                                           THE PATEL FAMILY TRUST,
                                           DATED JULY 17, 1987

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                                     MEMBER:



                                     By:
                                        --------------------------------
                                           RITA PATEL, AS TRUSTEE OF THE
                                           GANPAT PATEL 1997 IRREVOCABLE
                                           TRUST I, DATED NOVEMBER 3, 1997

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                           ANITA TOLANI, AS TRUSTEE OF
                                           THE GANPAT PATEL 1997 IRREVOCABLE
                                           TRUST II, DATED NOVEMBER 3, 1997

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                           ASHA PATEL, AS TRUSTEE OF
                                           THE GANPAT PATEL 1997 IRREVOCABLE
                                           TRUST III, DATED NOVEMBER 3, 1997

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                           RITA PATEL, AS TRUSTEE OF THE
                                           MANJU PATEL 1997 IRREVOCABLE
                                           TRUST I, DATED NOVEMBER 3, 1997

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                                     MEMBER:



                                     By:
                                        --------------------------------
                                           ANITA TOLANI, AS TRUSTEE OF
                                           THE MANJU PATEL 1997 IRREVOCABLE
                                           TRUST II, DATED NOVEMBER 3, 1997

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                           ASHA PATEL, AS TRUSTEE OF
                                           THE MANJU PATEL 1997 IRREVOCABLE
                                           TRUST III, DATED NOVEMBER 3, 1997

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                                     MEMBER:

                                     BIKOR CORPORATION



                                     By:
                                        --------------------------------
                                     Its:
                                        --------------------------------

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                              R. VAN NESS HOLLAND

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                              HOWARD RIBAUDO

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                              DENNIS POULIOT

<PAGE>

                                     MEMBER:



                                     By:
                                        --------------------------------
                                              KEN KING

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                                     MEMBER:



                                     By:
                                        --------------------------------
                                              CONG DUNG LE

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                                     MEMBER:



                                     By:
                                        --------------------------------
                                              MOSHE DOMB

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                                     MEMBER:



                                     By:
                                        --------------------------------
                                              ASHOK PATEL