EXHIBIT 3.4



                            CERTIFICATE OF AMENDMENT

                                       of

                          CERTIFICATE OF INCORPORATION

                                       of

                         COUNTRY STAR RESTAURANTS, INC.

(Filed pursuant to ss.242 of the General Corporation Law of thE State of
Delaware.)


                  It is hereby certified that:

                  1. The name of the corporation (hereinafter called the
"Corporation") is:

                         COUNTRY STAR RESTAURANTS, INC.

                  2. The Certificate of Incorporation of the Corporation is
hereby amended by striking out Article Fourth paragraph (c) thereof and
substituting in lieu thereof the following new Article Fourth paragraph (c) as
follows:

                           (c) REVERSE STOCK SPLIT. Effective as of the close of
                           business on the date of filing this Amendment to the
                           Certificate of Incorporation with the Secretary of
                           State of Delaware, there shall be effected a reverse
                           split of the outstanding shares of Common Stock on
                           the basis of one new share of common stock, par value
                           $.01, for each ten then issued and outstanding shares
                           of Common Stock, par value $.001. Without any action
                           by the holders of outstanding shares of Common Stock,
                           certificates representing each ten outstanding shares
                           of Common Stock shall represent for all purposes, and
                           each ten shares of Common Stock then issued and
                           outstanding shall automatically be converted into,
                           one share of Common Stock.

                           No scrip or fractional shares of Common Stock shall
                           be issued in connection with such reverse split. In
                           lieu thereof each record holder of shares of Common
                           Stock who would otherwise have been entitled to
                           receive a fractional share of common stock shall be
                           entitled to receive a cash payment equal to the
                           closing sale price of one share on The NASDAQ
                           National Market on the date of filing

<PAGE>

                                   EXHIBIT 3.4


                           of this Amendment, or, if there are not reported
                           sales on such date, the average of the last reported
                           high bid and low asked prices on such day, multiplied
                           by the fractional share which would otherwise be
                           issuable after giving effect to the reverse split,
                           and such amount shall in no event accrue any
                           interest. Any such fractional shares shall not
                           represent equity interests in the Corporation, and
                           shall not be entitled to any voting, dividend or
                           other rights, but shall represent only the right to
                           receive the cash payment described in this paragraph.

                           When this Amendment becomes effective (i) the
                           aggregate amount of capital represented by all issued
                           and outstanding shares of Common Stock immediately
                           after the effectiveness of this Amendment will not be
                           less than the aggregate amount of capital represented
                           by all issued and outstanding shares of Common Stock
                           immediately before the effectiveness of the Amendment
                           and, therefore, the capital of the Corporation will
                           not be reduced under or by reason of this Amendment
                           and (ii) the par value of the Corporation's
                           authorized shares of Common Stock shall be $.01 per
                           share.


Signed and attested to
on February 10, 1998




                                                     /s/ DAN J. RUBIN
                                                     ---------------------------
                                                         Dan J. Rubin, President
Attest:


 /s/ ROBERT L. DAVIDSON
 ----------------------
     Secretary

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