<PAGE>   1
                                                                     EXHIBIT 3.3

                              AMENDMENTS TO BYLAWS
                              OF CROWN CRAFTS, INC.

                ADOPTED BY THE BOARD OF DIRECTORS MARCH 23, 2001

         1.       The By Laws of Crown Crafts, Inc. shall be amended by deleting
the second and third sentences of Article III, Section 4, of the By Laws in
their entirety and substituting the following in lieu thereof:

         "Except as otherwise required by Article VIII of these By Laws, (i)
         regular meetings of the board of directors may be held without notice
         at such time and place as shall from time to time be determined by
         resolution of the board, and (ii) special meetings of the board may be
         called by the chairman of the board or president or by any two
         directors on one day's oral, telegraphic or written notice duly given
         or served on each director personally, or three days' notice deposited,
         first class postage prepaid, in the United States mail."

         2.       The By Laws of Crown Crafts, Inc. shall be amended by deleting
Article VII, Section 2, of the By Laws in its entirety and substituting the
following in lieu thereof:

         "Section 2. Advancement of Expenses. All reasonable expenses
         (including, without limitation, attorneys' fees and costs) incurred
         with respect to any action, suit or proceeding of the character
         described in Section 1 of this Article VII shall be advanced by the
         corporation within twenty (20) days after the receipt by the
         corporation of a statement or statements from any officer or director
         requesting such advance or advances from time to time, whether prior to
         or after final disposition of such action, suit or proceeding, as well
         as the documentation required by Section 14-2-853(a) of the Georgia
         Business Corporation Code."

         3.       The By Laws of Crown Crafts, Inc. shall be further amended by
adding the following provision as new Section 4 of Article VII of the By Laws
immediately following Article VII, Section 3, thereof:

         "Section 4. Amendment or Repeal. Any repeal or modification of the
         foregoing provisions of this Article VII shall not adversely affect any
         right or protection hereunder of any person in respect of any act or
         omission occurring prior to the time of such repeal or modification."

         4.       The By Laws of Crown Crafts, Inc. shall be further amended by
deleting Article VIII of the By Laws in its entirety and substituting the
following in lieu thereof:

                  "The Board of Directors shall have power to alter, amend or
       repeal the by-laws or adopt new by-laws by a majority vote of all of the
       directors; provided, however, that the provisions of Article VII,
       Sections 1, 2 and 4, of these By Laws and this Article
<PAGE>   2

         VIII may only be altered, amended or repealed by the unanimous vote of
         all of the directors after forty-five (45) days prior written notice to
         each director specifying in detail the reasons for such alteration,
         amendment or repeal. Any by-laws adopted by the Board of Directors may
         be altered, amended or repealed, and new by-laws adopted, by the
         shareholders by majority vote of all of the shares having voting
         power."

         5.       Except as amended hereby, the By Laws of Crown Crafts, Inc.
shall remain in full force and effect.

                                    * * * * *