EXHIBIT 3.3


              AMENDMENT TO ARTICLE III, SECTION 2 OF THE BYLAWS
                        OF SOUTHFIRST BANCSHARES, INC.
                      (INCREASING THE SIZE OF THE BOARD)

                                October 16, 2002

         WHEREAS, the Board of Directors has determined that it is in the best
interests of SouthFirst Bancshares, Inc. (the "Company") to amend the Company's
Bylaws, for the purpose of increasing the size of the Board of Directors,
pursuant to and in accordance with the authority granted to the Board of
Directors under the Company's Bylaws, in order to accommodate the appointment of
Sandra H. Stephens to the Board of Directors; and

         WHEREAS, the Board of Directors desires to increase the number of
directors constituting the Board of Directors from seven (7) to eight (8), but
only upon approval by the Office of Thrift Supervision ("OTS") of the
appointment of Sandra H. Stephens to the Board of Directors;

                  NOW, THEREFORE, BE IT RESOLVED, that, pursuant to and in
         accordance with Article XI of the Company's Bylaws, and subject to
         applicable review and approval by the OTS, if necessary under the terms
         of the Supervisory Agreement between First Federal of the South and the
         OTS, or otherwise deemed necessary by the Board of Directors or its
         legal counsel, the Bylaws of the Company hereby are amended, such
         amendment to be effective on or after the date that the OTS approves
         the appointment of Sandra H. Stephens to the Board of Directors, by
         restating Article III, Section 2 thereof, so as to read in its entirety
         as follows:

                  "SECTION 2. Number, Term and Election. The board of directors
                  shall consist of eight (8) members and shall be divided into
                  three classes as nearly equal in number as possible. The
                  members of each class shall be elected for a term of three (3)
                  years and until their successors are elected and qualified.
                  The board of directors shall be classified in accordance with
                  the provisions of the Corporation's Certificate of
                  Incorporation."

                  FURTHER RESOLVED, that, pursuant to and in accordance with the
         amendment and restatement of Article III, Section 2 of the Company's
         Bylaws, the size of the Board of Directors be, and hereby is, increased
         from seven (7) to eight (8) members, such increase to be effective on
         or after the date that the OTS approves the appointment of Sandra H.
         Stephens to the Board of Directors;

                  FURTHER RESOLVED, that the appropriate officers of the Company
         hereby are authorized and directed to do all such things necessary,
         convenient or appropriate, and to execute and deliver all documents and
         papers necessary or appropriate, to carry out the foregoing
         resolutions.