Exhibit 3.4

                                   EXHIBIT "C"

                             RESOLUTIONS ADOPTED BY
                              BOARD OF DIRECTORS OF
                           PENTEGRA DENTAL GROUP, INC.
                            AT SPECIAL CALLED MEETING
                                 ON JUNE 7, 2000

                              AMENDMENT OF BYLAWS
                    REMOVAL OF MAJORITY DENTIST REQUIREMENT

     WHEREAS,  the current  Bylaws require that a majority of the members of the
Board of Directors be dentists  affiliated with dental practices of the Company;
and

     WHEREAS,  the Directors have reviewed and discussed the new requirements of
the American Stock Exchange and more importantly the recent changes  promulgated
by AMEX and the Securities and Exchange  Commission  related to the  requirement
that  a  certain   number  of  the   Directors   of  the  Company  have  certain
qualifications and independence; and,

     WHEREAS, the Company's management and Board believe that the requirement of
a majority of dentists on the Board no longer suites the needs of the Company;

IT IS THEREFORE,

     RESOLVED,  in accordance  with Article 7, Section 11 (Amendment of Bylaws),
that Article Three,  Section 2 (Directors  Qualification,  Election and Term) of
the  Corporation's  Bylaws shall be amended and restated so that it reads in its
entirety as follows:

     "SECTION 2. QUALIFICATION;  ELECTION; TERM. None of the Directors need be a
     stockholder of the Corporation or a resident of the State of Delaware.  The
     Directors  shall be  classified,  with  respect  to the time for which they
     severally  hold office,  into three classes (Class A, Class B and Class C),
     as nearly  equal in  number  as  possible,  as  determined  by the Board of
     Directors,  one class to hold office  initially  for a term expiring at the
     Annual Meeting of  stockholders  to be held in 1998,  another class to hold
     office  initially for a term expiring at the Annual Meeting of stockholders
     to be held in 1999 and another  class to hold office for a term expiring at
     the Annual Meeting of stockholders to be held in 2000, with members of each
     Class to hold office until  whichever of the following  occurs  first:  his
     successor  is elected and  qualified,  his  resignation,  his removal  from
     office  by the  stockholders  or his  death.  At  each  Annual  Meeting  of
     stockholders of the  Corporation,  the successors to the Class of Directors
     whose term  expires at the  meeting  shall be elected to hold  office for a
     term expiring at the Annual Meeting of stockholders  held in the third year
     following  the year of their  election.  Directors  shall be  elected  by a
     plurality of the votes of the shares  present in person or  represented  by
     proxy and  entitled to vote on the  election of  Directors at any annual or
     special meeting of stockholders. Such election shall be by written ballot."