EXHIBIT 3.4
                          CERTIFICATE OF INCORPORATION
                                       OF
                      OLYMPIC CASCADE FINANCIAL CORPORATION

                     Pursuant to Section 102 of the General
                    Corporation Law of the State of Delaware

         FIRST:      The  name  of  the  corporation  (hereinafter  called  the
"Corporation") is Olympic Cascade Financial Corporation.

         SECOND: The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, City of Wilmington, County of New
Castle, Delaware 19805. The name and address of the Corporation's registered
agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware
19805.

         THIRD:   The purpose  of the Corporation is to engage in any lawful act
or activity for which  corporations  may now or hereafter be organized under the
General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 6,000,000 shares of common stock,
par value $0.02 per share (the "Common Stock") and 100,000 shares of preferred
stock, par value $0.01 per share (the "Preferred Stock").

         The powers, preferences and rights of the shares of Preferred Stock and
the Common Stock, and the qualifications, limitations or restrictions thereof
are as follows:

         A.       Preferred Stock

         Authority is hereby vested in the board of directors of the Corporation
         (the "Board of Directors") to provide for the issuance of Preferred
         Stock and in connection therewith to fix by resolution providing for
         the issue of such series, the number of shares to be included and such
         of the preferences and relative participating, optional or other
         special rights and limitations of such series, including, without
         limitation, rights of redemption or conversion into Common Stock, to
         the fullest extent now or hereafter permitted by the Delaware General
         Corporation Law.

         B.       Common Stock

         (a) Each shares of Common Stock issued and outstanding shall be
         identical in all respect one with the other, and no dividends shall be
         paid on any shares of Common Stock unless the same dividend is paid on
         all shares of Common Stock outstanding at the time of such payment.

         (b) Except for and subject to those rights expressly granted to the
         holders of the Preferred Stock, or except as may be provided by the
         Delaware General Corporation Law, the holders of Common Stock shall
         have exclusively all other rights of stockholders including, but not by
         way of limitation, (i) the right to receive dividends, when, as and if
         declared by the Board of Directors out of assets lawfully available
         therefor, and (ii) in the event of any distribution of assets upon
         liquidation, dissolution or winding up of the Corporation or otherwise,
         the right to receive ratably and equally all the assets and funds of
         the Corporation remaining after payment to the holders of the Preferred
         Stock of the Corporation of the specific amounts which they are
         entitled to receive upon such liquidation, dissolution or winding up of
         the Corporation as herein provided.

         (c) In the event that the holder of any share of Common Stock shall
         receive any payment of any dividend on, liquidation of, or other
         amounts payable with respect to, any shares of Common Stock, which he
         is not then entitled to receive, he will forthwith deliver the same in
         the form received to the holders of shares of the Preferred Stock as
         their respective interests may appear, or the Corporation if no shares
         of Preferred Stock are then outstanding, and until so delivered will
         hold the same in trust for such holders or the Corporation.


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         (d) Each holder of shares of Common Stock shall be entitled to one vote
         for each share of such Common Stock held by him, and voting power with
         respect to all classes of securities of the Corporation shall be vested
         solely in the Common Stock, other than as specifically provided in the
         Corporation's Certificate of Incorporation, as it may be amended, with
         respect to the Preferred Stock.

         (e) No stockholder shall be entitled to any preemptive right to
         purchase or subscribe for any unissued stock of any class or any
         additional shares of any class to be issued by reason of any increase
         in the authorized capital stock of the Corporation.

         (f) Any action required to be taken at any annual or special meeting of
         the holders of Common Stock, may be taken by written consent without a
         meeting, provided that such written consent is signed by the holders of
         all of the outstanding shares of Common Stock.

         FIFTH:   The  name  and  mailing  address  of the sole incorporator is:
Elise A. Wolf.  c/o  Orrick,  Herrington & Sutcliffe LLP,  666 Fifth Avenue, New
York, NY 10103.

         SIXTH:   The Board of Directors is expressly authorized to adopt, amend
or repeal the by-laws of the Corporation.

         SEVENTH: Elections of directors shall be by written ballot.

         EIGHTH: The number of directors constituting the Board of Directors
shall be determined by the Board of Directors, subject to the by-laws of the
Corporation. Any vacancy in the Board of Directors, whether arising from death,
resignation, removal (with or without cause), an increase in the number of
directors or any other cause, may be filled by the vote of either a majority of
the directors then in office, though less than a quorum, or by the stockholders
at the next annual meeting thereof or at a special meeting called for such
purpose. Stockholders may not apply to request that the Delaware Court of
Chancery summarily order an election to be held to fill any vacancies in the
Board of Directors whether or not, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board of Directors as constituted immediately prior
to any such vacancy or increase. Each director so elected shall hold office
until the next meeting of the stockholders in which the election of directors is
in the regular order of business and until his successor shall have been elected
and qualified.

         NINTH:     A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that the foregoing shall not
eliminate or limit 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 General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.

         TENTH:     Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.


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         ELEVENTH:           The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statue or by this Certificate of
Incorporation, and all rights confered upon stockholders herein are granted
subject to this reservation.

         TWELFTH: Special meetings of the stockholders of the Corporation may
only be called by the Board of Directors upon the request of any two directors,
by the holders of one-third or more of the outstanding Common Stock, or by the
duly elected officers of the Corporation.

Composite as amended through March 12, 2001.