EXHIBIT 3.2

                     AMENDMENT TO THE AMENDED AND
                                   RESTATED BYLAWS

                                                     OF

                      DOVER INVESTMENTS CORPORATION

      Article V of the Amended and Restated Bylaws of Dover Investments
Corporation (the "Corporation") is hereby amended and restated to read
in its entirety as follows:

                                        ARTICLE V

                 INDEMNIFICATION AND INSURANCE

Section 1.  Indemnification.

                     (a)  Actions, Suits or Proceedings Other Than By or in the
Right of the Corporation.  In the case of any person who, by reason of
the fact that such person is or was or has agreed to become a director
or officer of the Corporation, or is or was serving or has agreed to serve
at the request of the Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, service with respect to
employee benefit or welfare plans), was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit, proceeding or arbitration, whether civil, criminal, administrative
or investigative (hereinafter, a "Proceeding"), other than an action
by or in the right of the Corporation, the Corporation shall to the
fullest extent permitted by applicable law indemnify such person
against all costs, charges, expenses (including attorneys' fees),
liabilities and losses, judgments, fines, amounts paid in settlement
and excise taxes or penalties assessed with respect to any employee
benefit or welfare plan reasonably incurred or suffered by such
person or on such person's behalf in connection with such action,
suit or proceeding and any appeal therefrom, if such person acted
in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe that such person's conduct was unlawful.  The
termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such person's conduct was unlawful.

                  (b)  Actions or Suits by or in the Right of the Corporation.
In the case of any person who, by reason of the fact that such person is
or was or has agreed to become a director or officer of the Corporation,
or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, service with respect to employee or
welfare benefit plans), was or is a party or is threatened to be made
a party to any threatened, pending or completed Proceeding by or in
the right of the Corporation to procure a judgment in its favor, the
Corporation shall indemnify such person to the fullest extent
permitted by applicable law against all costs, charges, expenses
(including attorneys' fees), judgments, amounts paid in settlement
and excise taxes or penalties assessed with respect to any employee
benefit or welfare plan reasonably incurred or suffered by such
person or on such person's behalf in connection with such action or
suit and any appeal therefrom, if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no
indemnification shall be made under this Section 1(b) Article V in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only
to the extent that the Court of Chancery of Delaware or the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of such liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such costs, charges and
expenses which the Court of Chancery or such other court shall
deem proper.

                  (c)  Indemnification for Costs, Charges and Expenses
of Successful Party. Notwithstanding any other provision of this
Article V, to the extent that a director or officer of the Corporation
has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense
of any Proceeding referred to in Sections 1(a) or 1(b) of this Article
V or in defense of any claim, issue or matter therein, such director or
officer shall be indemnified against all costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by such
director or officer or on such director's or officer's behalf in
connection therewith.

                  (d)  Advancement of Costs, Charges and Expenses.
Expenses (including, without limitation, costs, charges and attorneys'
fees) incurred by a director or officer referred to in Sections 1(a) or
1(b) of this Article V in connection with a Proceeding (hereinafter,
an "Indemnitee") shall be paid by the Corporation, in advance of a
determination of right to indemnification pursuant to Section 1(e)
of this Article V or the final disposition of such Proceeding, upon
the written request of such director or officer (which request shall
be directed to the secretary of the Corporation and include a statement
or statements reasonably evidencing the expenses, costs and/or
charges incurred by such person); provided, however, that the
payment of such expenses in advance of the determination of right
to indemnification or the final disposition of such Proceeding shall
be made only upon receipt of an undertaking by or on behalf of such
Indemnitee to repay such amount if it shall ultimately be determined
that such Indemnitee is not entitled to be indemnified by the
Corporation as authorized in this Section 1 of this Article V.
The Corporation shall so advance expenses, costs and other charges
within 20 days' of receipt of such request (together with such statement
or statements) from such Indemnitee.  The Board of Directors may,
in such case, and upon approval of such Indemnitee, authorize the
Corporation's counsel to represent such person in any Proceeding,
whether or not the Corporation is a party to such Proceeding.

                  (e)  Determination of Right to Indemnification.  Any
indemnification under Sections 1(a) or 1(b) of this Article V
(unless ordered by a court) shall be paid by the Corporation only
as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct set forth
in Sections 1(a) and 1(b) of Article V.  Such determination shall
be made (i) by the Board of Directors by a vote or decision of
directors constituting a majority of the Board of Directors who
are or were not parties to such Proceeding (whether or not they
constitute a quorum of the Board of Directors), (ii) if such a vote
or decision is not obtainable, or, even if obtainable, if a majority
of such disinterested directors so directs, by Independent Legal
Counsel in a written opinion, or (iii) in any event by the
stockholders.  In the event such determination is to be made by
Independent Legal Counsel, a majority of such disinterested
directors shall select the Independent Legal Counsel, but only an
Independent Legal Counsel to which the Indemnitee does not
reasonably object.  "Independent Legal Counsel" means a law
firm or a member of a law firm that neither presently is, nor in the
past five years has been, retained to represent: (x) the Corporation
or the Indemnitee in any matter material to either such party or (y) any
other party to the Proceeding giving rise to a claim for indemnification
under this Article V. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Corporation or the
Indemnitee in an action to determine the Indemnitee's rights under
this Article V.

                        (i) To obtain indemnification under this Article V, an
            Indemnitee shall submit to the secretary of the Corporation a
            written request, including such documentation and information
            as is reasonably available to the Indemnitee and reasonably
            necessary to determine whether and to what extent the
            Indemnitee is entitled to indemnification (the "Supporting
            Documentation"). The determination of the Indemnitee's
            entitlement to indemnification shall be made not later than
            60 days after receipt by the Corporation of the written request
            for indemnification together with the Supporting Documentation.
            The secretary shall, promptly upon receipt of such a request for
            indemnification, advise the Board of Directors in writing that
            the Indemnitee has requested indemnification.

                        (ii)  In the event that a determination is made
      pursuant to this Section 1(e) of this Article V that the
            Indemnitee is not entitled to indemnification under this
            Article V, (A) the Indemnitee shall be entitled to seek
            an adjudication of entitlement to such indemnification
            either, at the Indemnitee's sole option, in (x) an
            appropriate court of the State of Delaware or any other
            court of competent jurisdiction or (y) an arbitration to be
            conducted by a single arbitrator pursuant to the rules of the
            American Arbitration Association; and (B) any such judicial
            proceeding or arbitration shall be de novo and the Indemnitee
            shall not be prejudiced by reason of such adverse determination.

                        (ii) If a determination shall have been made pursuant
            to this Section 1(e) that the Indemnitee is entitled to
            indemnification, the Corporation shall be obligated to pay
            the amounts constituting such indemnification within five
           days after such determination has been made and shall be
            conclusively bound by such determination, unless (A) the
            Indemnitee misrepresented or failed to disclose a
            material fact in making the request for indemnification or in the
            Supporting Documentation or (B) such indemnification is
            prohibited by law. In the event that (x) advancement of
            expenses is not timely made pursuant to Section 1(d) of
            Article V or (y) payment of indemnification is not made
            within five days after a determination of entitlement to
            indemnification has been made pursuant to this Section 1(e)
            of this Article V, the Indemnitee shall be entitled to seek
            judicial enforcement of the Corporation's obligation to pay to
            the Indemnitee such advancement of expenses or indemnification.
            Notwithstanding the foregoing, the Corporation may bring an
            action, in an appropriate court in the State of Delaware or any
            other court of competent jurisdiction, contesting the right of the
            Indemnitee to receive indemnification hereunder due to the
            occurrence of an event described in clause (A) or (B) of this
            subsection 1(e)(ii) of this Article V; provided, however, that in
            any such action the Corporation shall have the burden of
            proving the occurrence of such an event.

                        (iii) The Corporation shall be precluded from
            asserting in any judicial proceeding or arbitration commenced
            pursuant to this Section 1(e) of this Article V that the
            procedures  of this Article V are not valid, binding and
            enforceable and shall stipulate in any such court or
            before any such arbitrator that the Corporation is bound
            by all the provisions of this Article V.

                        (iv) In the event that the Indemnitee, pursuant to this
            Section 1(e) of this Article V, seeks a judicial adjudication of or
            an award in arbitration to enforce rights under, or to recover
            damages for breach of, this Article V, the Indemnitee shall be
            entitled to recover from the Corporation, and shall be
            indemnified by the Corporation against, any expenses actually
            and reasonably incurred by the Indemnitee if the Indemnitee
            prevails in such judicial adjudication or arbitration. If it shall
            be determined in such judicial adjudication or arbitration that
            the Indemnitee is entitled to receive part but not all of the
            indemnification or advancement of expenses sought, the
            expenses incurred by the Indemnitee in connection with such
            judicial adjudication or arbitration shall be prorated accordingly.

                        (f)  Other Rights; Continuation of Right to
                              Indemnification; Limitations.
The indemnification and advancement of costs, charges and expenses
provided by, or granted pursuant to, this Section 1 of Article V shall
not be deemed exclusive of any other rights to which a person seeking
indemnification and advancement of costs, charges and expenses
may be entitled under any applicable law (common or statutory),
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office as set forth
in Sections 1(a) and 1(b) of this Article V or otherwise, and, unless
otherwise provided when authorized or ratified, shall continue as to
a person who has ceased to hold such office and shall inure to the
benefit of the estate, heirs, executors, legal representatives and
administrators of such person.  The provisions of this Article V
shall be applicable to Proceedings commenced or continuing after
the adoption of this Article V, whether arising from acts or omissions
occurring before or after such adoption. All rights to indemnification
under this Section 1 of this Article V shall be deemed to be a contract
between the Corporation and each director and officer of the
Corporation who serves or served in such capacity at any time while
this Section 1 of this Article V is in effect.  Any repeal or modification
of this Section 1 of this Article V or any repeal or modification of
relevant provision of the Delaware General Corporation Law or any
other applicable laws shall not in any way diminish any rights to
indemnification of such director or officer or the obligations of the
Corporation arising hereunder.  Notwithstanding any other provision
of this Article V, the Corporation shall be required to indemnify
and/or advance costs, charges and expenses to a person in connection
with Proceeding (or part thereof) initiated by such person only if the
Proceeding (or part thereof) was authorized by the Board of Directors.
Notwithstanding any other provision of this Article V, the Corporation
shall not indemnify and/or advance costs, charges and expenses to a
person in connection with preparing to serve or serving as a witness in
cooperation with any party or entity who or which has threatened or
commenced any action, suit or proceeding against the Corporation,
any subsidiary thereof or any director, officer or employee of the
Corporation or any such subsidiary.

                        (g)  Indemnification of Employees and Other Agents.
The Board of Directors in its discretion shall have the power on behalf
of the Corporation, subject to applicable law, and upon such terms and
subject to such conditions as the Board of Directors shall determine,
to indemnify any person made a party to any Proceeding by reason of
the fact that such person, or such person's testator or intestate, is or
was an employee or other agent of the Corporation and to advance
costs, charges and expenses (including attorneys' fees) incurred
by such person in defending any such Proceeding.




 Section 2.    Insurance; Contracts; Funding.

                     The Corporation may purchase and maintain insurance
on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise (including, without limitation, service with
respect to employee benefit or welfare plans) against any liability
asserted against such person and incurred by such person or on such
person's behalf in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power
to indemnify such person against such liability under the provisions
of this Article V.  The Corporation may enter into contracts with
any such person in furtherance of the provisions of this Article V
and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure
the payment of such amounts as may be necessary to effect
indemnification as provided or authorized in this Article V.

Section 3.     Savings Clause.

                     If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each director
and officer of the Corporation as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement and excise taxes or penalties assessed with respect to
employee benefit or welfare plans actually and reasonably
incurred with respect to any Proceeding, including an action by
or in the right of the Corporation, to the fullest extent permitted
by any applicable portion of this Article V that shall not have
been invalidated.