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                                                                     EXHIBIT 4.5


                               AMENDMENT TO BYLAWS
                                       OF
                                  AMSURG CORP.


         Article II, Section 2.2 of the Bylaws of AmSurg Corp. is hereby
modified and amended to state the following:


                  "Section 2.2 Special Meetings. A special meeting of
                  shareholders shall be held on call of the Board of Directors
                  or if the holders of at least fifteen percent (15%) of the
                  voting power of the Common Stock sign, date, and deliver to
                  the Corporation's Secretary one (1) or more written demands
                  for the meeting describing the purpose or purposes for which
                  such special meeting is to be held, including all statements
                  necessary to make any statement of such purpose not
                  incomplete, false or misleading, and include any other
                  information specified in Schedule 14A, Rule 14a-3, Rule 14a-8,
                  or Rule 14a-11 of the Rules and Regulations of the Securities
                  and Exchange Commission. Only business within the purpose or
                  purposes described in the meeting notice may be conducted at a
                  special shareholders' meeting."



                                            /s/ Claire M. Gulmi
                                          --------------------------------
                                          Claire M. Gulmi, Secretary

Dated as of July 12, 2001