Exhibit 3.4


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                     * * * *

     International  Thoroughbred  Breeders,  Inc., a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, DOES HEREBY CERTIFY:

     FIRST:  That at a  meeting  of the  Board  of  Directors  of  International
Thoroughbred  Breeders,  Inc.,  resolutions  were duly adopted  setting  forth a
proposed  amendment to the Certificate of  Incorporation  of said corporation to
limit the liability of a director for monetary damages to the Corporation or its
stockholders  for breach of fiduciary  duty,  to liability (I) for breach of the
director's duty to loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii) for willful or  negligent  violations  by the
director of the provisions of Delaware law concerning  unlawful stock  purchases
or  redemptions  and  the  unlawful  payment  of  dividends,  and  (iv)  for any
transaction from which the director derived an improper  personal  benefit.  The
resolution setting forth the proposed amendment is as follows:

               RESOLVED  that the  Corporation's  Certificate  of
               Incorporation  be amended by adding a new  Article
               Twelfth to read:



                                "Article Twelfth

                    No  Director  of the  Corporation  shall have
               liability to the  Corporation or its  stockholders
               for monetary  damages for breach of fiduciary duty
               as a  director  occurring  after the date on which
               the Certificate of Amendment amending the


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               Certificate  of   Incorporation  to  include  this
               Article  Twelfth  is filed with the  Secretary  of
               State of  Delaware;  provided,  however,  that the
               foregoing   shall  not  limit  or  eliminate   the
               liability  of a director (I) for any breach of the
               director's  duty of loyalty to the  Corporation or
               its  stockholders,  (ii) for acts or omissions not
               in  good  faith  or  which   involve   intentional
               misconduct  or a knowing  violation of law,  (iii)
               under   Section  174  of  the   Delaware   General
               Corporation law or (iv) for any  transaction  from
               which the  director  derived an Improper  personal
               benefit."


     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
an annual meeting of the  stockholders  of said  corporation was duly called and
held, upon notice in accordance with Section 222 of the General  Corporation Law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     IN WITNESS WHEREOF,  said  International  Thoroughbred  Breeders,  Inc. has
caused this certificate to be signed by Kerry B. Fitzpatrick, its President, and
attested by Helen Sands,  its  Assistant  Secretary,  this 11th day of December,
1986.

                                       INTERNATIONAL THOROUGHBRED
                                               BREEDERS, INC.




                                       By: /s/Kerry Fitzpatrick
                                           --------------------
                                           President

ATTEST:

/s/Helen Cianguilli
-------------------
Assistant Secretary



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