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                                                                     EXHIBIT 3.4

                           SEARCH CAPITAL GROUP, INC.

                          CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF DESIGNATION OF
                       9%/7% CONVERTIBLE PREFERRED STOCK


     Search Capital Group, Inc., a Delaware corporation (the "Corporation"),
acting pursuant to Section 242 of the Delaware General Corporation Law (the
"DGCL"), does hereby execute this Certificate of Amendment amending the
Restated Certificate of Incorporation filed on July 29, 1996 of the Corporation
and does hereby certify that:

     1.   THE NAME OF THE CORPORATION IS SEARCH CAPITAL GROUP, INC.

     2.   (A) THE BOARD OF DIRECTORS OF THE CORPORATION, AT A MEETING DULY HELD
ON NOVEMBER 5, 1996, HAS DULY ADOPTED THE FOLLOWING RESOLUTIONS WITH RESPECT TO
THE CORPORATION'S 9%/7% CONVERTIBLE PREFERRED STOCK:

          WHEREAS, there are currently 55,000,000 authorized shares of the
     series of the Corporation's preferred stock designated as the 9%/7%
     Convertible Preferred Stock, par value $0.01 per share (the "9%/7%
     Preferred Stock"), of which 16,952,594 are issued and outstanding; and

          WHEREAS, pursuant to the Certificate of Designation of the 9%/7%
     Preferred Stock, the Board of Directors of the Corporation may increase or
     decrease the number of authorized share of the 9%/7% Preferred Stock, but
     may not decrease below the number of shares of the series then
     outstanding; and

          WHEREAS, the Corporation desires to decrease the authorized number of
     shares of the 9%/7% Preferred Stock from 55,000,000 shares to 30,000,000
     shares.

          NOW, THEREFORE, BE IT RESOLVED, that the authorized number of shares
     of the 9%/7% Preferred Stock be and hereby is decreased from 55,000,000
     shares to 30,000,000 shares.

          BE IT FURTHER RESOLVED, that the officers of the Corporation be and
     hereby are authorized, empowered and directed to cause to be prepared and
     filed a Certificate of Amendment setting forth these resolutions for the
     purpose of amending the Certificate of Designation of the 9%/7% Preferred
     Stock to reflect the decrease in the number of authorized shares of the
     9%/7% Preferred Stock from 55,000,000 shares to 30,000,000 shares.


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          (b)  Effective upon filing of this Certificate in the office of the
Secretary of State, the authorized number of shares of 9%/7% Preferred Stock
shall be decreased from 55,000,000 shares to 30,000,000 shares.

     3.   Pursuant to Section 242 of the DGCL, this Certificate of Amendment
shall be effective upon filing in the office of the Secretary of State and
shall have the effect of amending the Restated Certificate of Incorporation of
the Corporation as set forth herein.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested on its behalf this 5th day of November, 1996.

                                       SEARCH CAPITAL GROUP, INC.



                                       By:      SEARCH CAPITAL GROUP, INC.
                                       Name:    /s/ George C. Evans
                                       Title:   Chairman and CEO

ATTEST:



By:     /s/ James F. Leary
Name:   James F. Leary
Title:  Vice Chairman - Finance





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