Exhibit
            3.4


**Amendment
      to Bylaws**





ARTICLE
      VII





SHARES
      OF
      STOCK





Section
      33. Certificates for Stock. Certificates for the shares of stock of the
      corporation may be certificated or uncertificated, as provided under Delaware
      law, and shall be entered into the books of the corporation and registered
      as
      they are issued. Any certificates representing shares of stock shall be signed
      by or in the name of the corporation by the President or any Vice President
      and
      by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
      certifying the number of shares owned by him in the corporation. Any or all
      of
      the signatures on the certificate may be facsimiles. In case any officer,
      transfer agent, or registrar who has signed or whose facsimile signature has
      been placed upon a certificate shall have ceased to be such officer, transfer
      agent, or registrar before such certificate is issued, it may be issued with
      the
      same effect as if he were such officer, transfer agent, or registrar at the
      date
      of issue. Any certificates issued to any stockholder of the corporation shall
      state upon the face or back thereof, in full or in summary, all of the powers,
      designations, preferences, and rights, and the limitations or restrictions
      of
      the shares authorized to be issued or shall, except as otherwise required by
      law, set forth on the face or back a statement that the corporation will furnish
      without charge to each stockholder who so requests the powers, designations,
      preferences and relative, participating, optional, or other special rights
      of
      each class of stock or series thereof and the qualifications, limitations or
      restrictions of such preferences and/or rights. Within a reasonable time after
      the issuance or transfer of uncertificated stock, the corporation shall send
      to
      the registered owner thereof a written notice containing the information
      required to be set forth or stated on certificates pursuant to this section
      or
      otherwise required by law or with respect to this section a statement that
      the
      corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative participating, optional or other
      special rights of each class of stock or series thereof and the qualifications,
      limitations or restrictions of such preferences and/or rights. Except as
      otherwise expressly provided by law, the rights and obligations of the holders
      of certificates representing stock of the same class and series shall be
      identical.





Section
      34. Lost Certificates. (i) A new certificate or certificates or (ii)
      uncertificated shares shall be issued in place of any certificate or
      certificates theretofore issued by the corporation alleged to have been lost,
      stolen, or destroyed, upon the making of an affidavit of that fact by the person
      claiming the certificate of stock to be lost, stolen, or destroyed. The
      corporation may require, as a condition precedent to the issuance of a new
      certificate or certificates, or uncertificated shares, the owner of such lost,
      stolen, or destroyed certificate or certificates, or his legal representative,
      to agree to indemnify the corporation in such manner as it shall require or
      to
      give the corporation a surety bond in such form and amount as it may direct
      as
      indemnity against any claim that may be made against the corporation with
      respect to the certificate alleged to have been lost, stolen, or
      destroyed.


Section
      35. Transfers.  The Board of Directors may appoint a transfer agent
      and one or more co-transfer agents and registrar and one or more co-registrars
      and may make or authorize such agent to make all such rules and regulations
      deemed expedient concerning the issue, transfer and registration of shares
      of
      stock.





(a)
      Upon
      surrender to the corporation or the transfer agent of the corporation of a
      certificate for shares duly endorsed or accompanied by proper evidence of
      succession, assignation or authority to transfer, it shall be the duty of the
      corporation to issue a new certificate or evidence of the issuance of
      uncertificated shares to the stockholder entitled thereto, cancel the old
      certificate and record the transaction upon the corporation’s
      books.  Transfers of record of shares of stock of the corporation
      shall be made only upon its books by the holders thereof, in person or by
      attorney duly authorized.





(b)
      Upon
      the receipt of proper transfer instructions from the registered owner of
      uncertificated shares, such uncertificated shares shall be cancelled, issuance
      of new equivalent uncertificated shares or certificated shares shall be made
      to
      the stockholder entitled thereto and the transaction shall be recorded upon
      the
      books of the corporation.  If the corporation has a transfer agent or
      registrar acting on its behalf, the signature of any officer or representative
      thereof may be in facsimile.





(c)
      The
      corporation shall have power to enter into and perform any agreement with any
      number of stockholders of any one or more classes of stock of the corporation
      to
      restrict the transfer of shares of stock of the corporation of any one or more
      classes owned by such stockholders in any manner not prohibited by the
      DGCL.





Section
      36. Fixing Record Dates.





(a)
      In
      order that the corporation may determine the stockholders entitled to notice
      of
      or to vote at any meeting of stockholders or any adjournment thereof, the Board
      of Directors may fix, in advance, a record date, which record date shall not
      precede the date upon which the resolution fixing the record date is adopted
      by
      the Board of Directors, and which record date shall, subject to applicable
      law,
      not be more than sixty (60) nor less than ten (10) days before the date of
      such
      meeting. If no record date is fixed by the Board of Directors, the record date
      for determining stockholders entitled to notice of or to vote at a meeting
      of
      stockholders shall be at the close of business on the day next preceding the
      day
      on which notice is given, or if notice is waived, at the close of business
      on
      the day next preceding the day on which the meeting is held. A determination
      of
      stockholders of record entitled to notice of or to vote at a meeting of
      stockholders shall apply to any adjournment of the meeting; provided, however,
      that the Board of Directors may fix a new record date for the adjourned
      meeting.





(b)
      In
      order that the corporation may determine the stockholders entitled to receive
      payment of any dividend or other distribution or allotment of any rights or
      the
      stockholders entitled to exercise any rights in respect of any change,
      conversion or exchange of stock, or for the purpose of any other lawful action,
      the Board of Directors may fix, in advance, a record date, which record date
      shall not precede the date upon which the resolution fixing the record date
      is
      adopted, and which record date shall be not more than sixty (60) days prior
      to
      such action. If no record date is fixed, the record date for determining
      stockholders for any such purpose shall be at the close of business on the
      day
      on which the Board of Directors adopts the resolution relating
      thereto.





Section
      37. Registered Stockholders. The corporation shall be entitled to recognize
      the
      exclusive right of a person registered on its books as the owner of shares
      to
      receive dividends, and to vote as such owner, and shall not be bound to
      recognize any equitable or other claim to or interest in such share or shares
      on
      the part of any other person whether or not it shall have express or other
      notice thereof, except as otherwise provided by the laws of
      Delaware.