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                                                                    Exhibit 3.4


                          SOUTHFIRST BANCSHARES, INC.


                              AMENDMENT OF BYLAWS:

                           CERTIFICATE OF RESOLUTIONS


         The undersigned, Sandra H. Stephens, Secretary of SouthFirst
Bancshares, Inc., hereby certifies that the following resolutions were duly
adopted and approved by the Board of Directors of SouthFirst Bancshares, Inc.,
during a meeting of the Board of Directors held on January 21, 2003, said
resolutions remaining valid and in effect as of this 11th day of February,
2003:

         WHEREAS, Section 10A of the Securities Exchange Act of 1934 was
         amended by Section 301 of the Sarbanes-Oxley Act of 2002, whereby, not
         later than April 26, 2003, each member of the audit committee (the
         "Audit Committee") of SouthFirst Bancshares, Inc. (the "Company") is
         required to be an independent director of the Company;

         WHEREAS, Article V, Section 1 of the Company's bylaws (the "Bylaws")
         currently provides that the chairman (the "Chairman") of the Company's
         board of directors (the "Board of Directors") is an officer of the
         Company; and

         WHEREAS, the Board of Directors has determined, among other things,
         that it is in the best interests of the Company to enable the Chairman
         to serve on the Company's Audit Committee and, thus, it is in the best
         interests of the Company to amend its Bylaws, for the purpose of
         precluding the Chairman from being an officer of the Company;

         NOW, THEREFORE, BE IT RESOLVED, that, pursuant to and in accordance
         with Article XI of the Bylaws, the Bylaws hereby are amended by
         restating Article V, Section 1 thereof, so as to read in its entirety
         as follows:

                  "SECTION 1. Positions. The officers of the Corporation shall
                  be a chief executive officer, a president, one or more vice
                  presidents, a secretary and a treasurer, each of whom shall
                  be elected by the board of directors. The board of directors
                  may designate one or more vice presidents as executive vice
                  president or senior vice president. The board of directors
                  may also elect or authorize the appointment of such other
                  officers as the business of the Corporation may require. The
                  officers shall have such authority and perform such duties as
                  the board of directors may from time to time authorize or
                  determine. In the absence of action by the board of
                  directors, the officers shall have such powers and duties as
                  generally pertain to their respective offices.

         FURTHER RESOLVED, that, pursuant to and in accordance with the
         amendment and restatement of Article V, Section 1 of the Bylaws, the
         Chairman shall no longer be, and hereby is not, an officer of the
         Company;


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         FURTHER RESOLVED, that the appropriate officers of the Company hereby
         are authorized and directed to do all such things necessary,
         convenient or appropriate, and to execute and deliver all documents
         and papers necessary or appropriate, to carry out the foregoing
         resolutions.

         IN WITNESS WHEREOF, the undersigned has set her hand this 11th day of
February, 2003.


                                    /s/  Sandra H. Stephens
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                                    Sandra H. Stephens, Secretary