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EXHIBIT
3.4
 CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PLUMAS BANCORP
A California Corporation
  1.
    
    They are the President and Secretary, respectively, of Plumas Bancorp.2.
    
    The following amendments to the Articles of Incorporation of Plumas Bancorp have been duly
approved by the Board of Directors.3.
    
    Article Three shall be amended to read as follows:
 THREE: AUTHORIZED STOCKThe corporation is authorized to issue two classes of shares of stock: one
class of shares to be called Common Stock, the second class of shares to
be called Serial Preferred Stock. The total number of shares of stock
which the corporation shall have authority to issue is thirty two million
five hundred thousand (32,500,000) of which twenty-two million five hundred
thousand (22,500,000) shall be Common Stock and ten million (10,000,000)
shall be Serial Preferred Stock.The designations and the powers, preferences and the rights and the
qualifications, limitations or restrictions thereof, of each class of stock
of the corporation shall be as follows:(a)     Serial Preferred StockThe Serial Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to fix or alter the
rights, preferences, privileges and restrictions granted to or imposed upon
any wholly unissued series of preferred shares, and the number of shares
constituting any such series and a designation thereof, or any of them; and
to increase or decrease the number of shares of any series subsequent to the
issue of shares of that series, but not below the number of such series then
outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.




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(b)     Common StockAfter the requirements with respect to preferential dividends upon all
classes and series of stock entitled thereto shall have been paid or
declared and set apart for payment and after the corporation shall have
complied with all requirements, if any, with respect to the setting aside of
sums as a sinking fund or for a redemption account of any class of stock,
then and not otherwise, the holders of Common Stock shall be entitled to
receive such dividends as may be declared from time to time by the Board of
Directors.After distribution in full of the preferential amounts to be distributed to
the holders of all classes and series of stock entitled thereto in the event
of a voluntary or involuntary liquidation, dissolution or winding up of the
corporation, the holders of the Common Stock shall be entitled to receive
all the remaining assets of the corporation.Each holder of Common Stock shall have one (1) vote in respect of each share
of such stock held by him, subject, however, to such special voting rights
by class as are or may be granted to holders of Serial Preferred Stock.Upon the amendment of Article THREE to read as herein set forth,
every two (2) shares of the issued and outstanding Common Stock of
this Corporation is split up and converted into three (3) shares of
Common Stock.
 4.
    
    The foregoing amendment was one which may be adopted with approval of the Board of Directors
pursuant to Section 902(c) of the California Corporations Code,as the corporation
has only Common Stock outstanding.
  /s/ W. E. ElliottWilliam E. ElliottPresident/s/Terrance J. ReesonTerrance J. ReesonSecretary
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/s/ W. E. ElliottWilliam E. Elliott/s/Terrance J. ReesonTerrance J. Reeson
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