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                                                                     EXHIBIT 4.3



CERTIFICATE OF THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF THE $4.375, 10% CUMULATIVE CONVERTIBLE
PREFERRED STOCK, SERIES B, PAR VALUE $.01 PER SHARE, OF INTELECT
COMMUNICATIONS, INC.  AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
THEREOF.


                 Pursuant to Section 151(g) of the General Corporation Law of
Delaware, the undersigned, Herman M.  Frietsch, Chief Executive Officer of
INTELECT COMMUNICATIONS, INC. a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Corporation"), DOES
HEREBY CERTIFY that the Board of Directors of the Corporation duly adopted the
following resolution on December 16, 1997, providing for the issuance of a
series of shares of the Corporation's Preferred Stock, $.01 par value:

                          RESOLVED, that pursuant to the authority expressly
         granted to and vested in the Board of Directors of the Corporation in
         accordance with the provisions of the Amended and Restated Certificate
         of Incorporation, this Board of Directors hereby creates a series of
         Preferred Stock, par value $.01 per share, of the Corporation, to
         consist of 914,286 shares of such Preferred Stock, and this Board of
         Directors hereby fixes the designations, preferences and relative,
         participating, optional or other special rights of the shares of such
         series, and the qualifications, limitations, or restrictions thereof
         (in addition to the designations, preferences and relative,
         participating, optional or other special rights, and the
         qualifications, limitations or restrictions thereof, set forth in the
         Certificate of Incorporation of the Corporation which are applicable
         to Preferred Stock of all series) as follows (the "Designation"):

                                I.  DESIGNATION

                 1.01     The Designation of the series of Preferred Stock
created by this resolution shall be "$4.375, 10% Cumulative Convertible
Preferred Stock, Series B" (hereinafter called the "Series B Preferred Stock").
The Series B Preferred Stock shall rank pari passu with the $2.0145 10%
Cumulative Convertible Preferred Stock, Series A (the "Series A Preferred
Stock").

                II.  CASH DIVIDENDS ON SERIES B PREFERRED STOCK

                 2.01     The holders of shares of the Series B Preferred Stock
will be entitled to receive, when, as and if declared by the Corporation's
Board of Directors out of funds of the Corporation legally available therefor,
cumulative cash dividends on the shares of the Series B Preferred Stock at the
rate of $0.4375 per annum per share, payable quarterly on December 31, March
31, June 30 and September 30, in each year, commencing March 31, 1998 (accrued
from the date of original issue).  Such dividends shall be cumulative from the
date of original issue of such shares.  Each such dividend shall be paid to the
holders of record of shares of the Series B Preferred Stock as they appear on
the stock register of the Corporation on such record date, not more than 30
days nor less than 10 days preceding the dividend payment date thereof, as
shall be fixed by the Board of Directors of the Corporation or a duly
authorized committee thereof.  Dividends in arrears on the Series B Preferred
Stock shall accrue interest at the dividend rate payable on the Preferred
Stock.

                 2.02     If dividends are not paid in full or declared in full
and sums set apart for the payment thereof upon the Series B Preferred Stock
and any other Preferred Stock ranking on a parity as to dividends with the
Series B Preferred Stock, all dividends declared upon shares of Series B
Preferred Stock and any other Preferred Stock ranking on a parity as to
dividends shall be declared pro rata so that in all cases the amount of
dividends declared per share on the Series B Preferred Stock and such other
Preferred Stock shall bear to each other the same ratio that accumulated
dividends per share, including dividends accrued or in arrears, if any, on the
shares of Series B Preferred Stock and such other Preferred Stock bear to each
other.  Except as provided in the preceding sentence, unless full
cumulative dividends on the Series B Preferred Stock have been paid or declared
in full and sums set aside for the payment thereof, no
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dividends shall be declared or paid or set aside for payment or other
distribution made upon the common stock, par value $.01 per share, of the
Corporation (the "Common Stock"), or any other capital stock of the Corporation
ranking junior to or except with respect to the Series A Preferred Stock on a
parity with the Series B Preferred Stock as to dividends or liquidation rights,
nor shall any Common Stock, or any other capital stock of the Corporation
ranking junior to or except with respect to the Series A Preferred Stock on a
parity with the Series B Preferred Stock as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any consideration (or any payment
made to or available for a sinking fund for the redemption of any shares of
such stock) by the Corporation or any subsidiary of the Corporation (except by
conversion into stock of the Corporation ranking junior to the Series B
Preferred Stock as to dividends and liquidation rights).

                 2.03     The terms "dividends accrued" or "dividends in
arrears"  whenever used herein with reference to the Preferred Stock shall be
deemed to mean an amount which shall be equal to dividends thereon at the
annual dividend rates per share for the respective series from the date or
dates on which such dividends commence to accrue to the end of the then current
quarterly dividend period for such Preferred Stock (or, in the case of
redemption, to the date of redemption), less the amount of all dividends paid,
or declared in full and sums set aside for the payment thereof, upon such
Preferred Stock.

                 2.04     Dividends payable on the Series B Preferred Stock for
any period less than a full quarterly dividend period shall be computed on the
basis of a 360-day year of twelve 30-day months and the actual number of days
elapsed in the period for which payable.

                 2.05     At the option of the Corporation, dividends payable
on the Series B Preferred Stock may be paid in Common Stock  in an amount
equivalent to the accrued dividend, converted into shares of Common Stock at
the average closing market bid price for the five (5) consecutive trading days
prior to the date the dividend is otherwise payable, provided that the Common
Stock is, at the dividend payment date, be listed with a national exchange,
including the NASDAQ National Market System.


             III.  OPTIONAL REDEMPTION OF SERIES B PREFERRED STOCK

                 3.01     The Series B Preferred Stock will be redeemable at
the option of the Corporation by a duly adopted  resolution of its Board of
Directors, at any time in whole or from time to time in part, subject to the
limitations set forth below, at the following redemption prices per share plus,
in each case, all dividends accrued and unpaid on the Series B Preferred Stock
up to the date fixed for redemption, upon giving notice as provided
hereinbelow, as follows:  the redemption price shall be the greater of (i)
$5.25 per share or (ii) the average closing market bid price for the five (5)
consecutive trading days prior to the date of the redemption, on national
exchange, including the NASDAQ National Market System, on which the Common
Stock is listed.

                 3.02     If less than all of the outstanding shares of Series
B Preferred Stock are to be redeemed, the shares to be redeemed shall be
determined pro rata.

                 3.03     At least 10 days but not more than 60 days prior to
the date fixed for the redemption of shares of the Series B Preferred Stock, a
written notice shall be mailed to each holder of record of shares of Series B
Preferred Stock to be redeemed in a postage prepaid envelope addressed to such
holder at his post office address as shown on the records of the Corporation,
notifying such holder of the election of the Corporation to redeem such shares,
stating the date fixed for redemption thereof (hereinafter referred to as the
"Redemption Date"), and calling upon such holder to surrender to the
Corporation on the Redemption Date at the place designated in such notice his
certificate or certificates representing the number of shares specified in such
notice of redemption.  On or after the Redemption Date each holder of shares of
Series B Preferred Stock to be redeemed shall present and surrender his
certificate or certificates for such shares to the Corporation at the place
designated in such notice and thereupon the redemption price of such shares
shall be paid to or on the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled.  In case less than all the shares represented by
any such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.  From and after the Redemption Date (unless
default shall be made by the Corporation in payment of the redemption price)
all dividends on the shares of Series B Preferred Stock designated for
redemption in such notice shall cease to accrue, and all rights of the holders
thereof as stockholders of the Corporation, except the right to receive the
redemption price thereof (including all accrued and unpaid dividends up to the
Redemption Date) upon the surrender of certificates representing the same,
shall cease





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and terminate and such shares shall not thereafter be transferred (except with
the consent of the Corporation) on the books of the Corporation, and such
shares shall not be deemed to be outstanding for any purpose whatsoever.  At
its election the Corporation, prior to the Redemption Date, may deposit the
redemption price (including all accrued and unpaid dividends up to the
Redemption Date) of the shares of Series B Preferred Stock so called for
redemption in trust for the holders thereof with a bank or trust company
(having a capital, surplus and undivided profits aggregating not less than
$50,000,000) in the Borough of Manhattan, City and State of New York, the City
of Dallas, State of Texas, or in any other city in which the Corporation at the
time shall maintain a transfer agency with respect to such stock, in which case
such notice to holders of the Series B Preferred Stock to be redeemed shall
state the date of such deposit, shall specify the office of such bank or trust
company as the place of payment of the redemption price, and shall call upon
such holders to surrender the certificates representing such shares at such
price on or after the date fixed in such redemption notice (which shall not be
later than the Redemption Date) against payment of the redemption price
(including all accrued and unpaid dividends up to the Redemption Date).  From
and after the making of such deposit, the shares of Series B Preferred Stock so
designated for redemption shall not be deemed to be outstanding for any purpose
whatsoever, and the rights of the holders of such shares shall be limited to
the right to receive the redemption price of such shares (including all accrued
and unpaid dividends up to the redemption date), without interest, upon
surrender of the certificates representing the same to the Corporation at said
office of such bank or trust company.  Any interest accrued on such funds shall
be paid to the Corporation from time to time. Any moneys so deposited which
shall remain unclaimed by the holders of such Series B Preferred Stock at the
end of two years after the Redemption Date shall be returned by such bank or
trust company to the Corporation, after which the holders of the Series B
Preferred Stock shall have no further interest in such moneys.

                 3.04     Shares of the Series B Preferred Stock retired
pursuant to the provisions of this Article III shall not be reissued.

                               IV.  VOTING RIGHTS

                 4.01     The holders of the Series B Preferred Stock shall
not, except as required by law or as set forth herein, have any right or power
to vote on any question or in any proceeding at any meeting of stockholders.
On any matters on which the holders of the Series B Preferred Stock shall be
entitled to vote, they shall be entitled to one vote for each share held.

                 4.02     In case at any time the equivalent of three (3)  or
more full quarterly dividends (whether consecutive or not) on any series of
Preferred Stock shall be in arrears, then during the period (hereinafter in
this Section 4.02 called the "Class Voting Period") commencing with such time
and ending with the time when all arrears in dividends on all Preferred Stock
shall have been paid and the full dividend on all Preferred Stock for the then
current quarterly dividend period shall have been paid or declared and set
apart for payment, at a meeting called by the holders of the Series B Preferred
Stock Corporation held for the election of directors during the Class Voting
Period, the holders of a majority of the outstanding shares of Series B
Preferred Stock represented in person or by proxy at said meeting shall be
entitled, as a class, to the exclusion of the holders of all other classes of
stock of the Corporation other than the Series A Preferred Stock, to elect one
director of the Corporation, each share of Series B Preferred Stock entitling
the holder thereof to one vote for each Director.

                 4.03     Any director who shall have been elected by holders
of  Series B Preferred Stock or by any director so elected as herein
contemplated, may be removed at any time during a Class Voting Period, either
for or without cause, by, and only by, the affirmative votes of the holders of
record of a majority of the outstanding shares of Series B Preferred Stock
given at a special meeting of such stockholders called for the purpose, and any
vacancy thereby created may be filled during such Class Voting Period by the
holders of  Series B Preferred Stock, present in person or represented by proxy
at such meeting.  Any director to be elected by the Board of Directors of the
Corporation to replace a director elected by holders of  Series B Preferred
Stock, or elected by a director as in this sentence provided, and who dies,
resigns, or otherwise ceases to be a director shall, except as otherwise
provided in the preceding sentence, be elected by the remaining director
theretofore elected by the holders of Series B Preferred Stock.  At the end of
the Class Voting Period the holders of Series B Preferred Stock shall be
automatically divested of all voting power vested in them under this Section
4.03  but subject always to the subsequent vesting hereunder of voting power in
the holders of Series B Preferred Stock in the event of any similar cumulated
arrearage in payment of quarterly dividends occurring or





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defaults thereafter.  The term of all directors elected pursuant to the
provisions of this Section 4.03 shall in all events expire at the end of the
Class Voting Period.

                 4.04     The holders of the Series B Preferred Stock  shall
not, except as required by law or as set forth herein, have any right or power
to vote on any question or in any proceeding at any meeting of stockholders,
to:

                          (i)     "solicit" proxies with respect to Voting
Securities under any circumstances or become a "participant" in any "election
contest" relating to the election of directors of the Corporation, as such
terms are defined in Regulation 14A under the 1934 Act, as amended or induce or
attempt to induce any other person to do any of the foregoing; or

                          (ii)    assist any other person to acquire or affect
control of the Corporation.

        V.  PRIORITY OF SERIES B PREFERRED STOCK IN EVENT OF DISSOLUTION

                 5.01     In the event of any liquidation, dissolution, or
winding up of the affairs of the Corporation, whether voluntary or otherwise,
after payment or provision for payment of the debts and other liabilities of
the Corporation, the holders of the Series B Preferred Stock shall be entitled
to receive, out of the remaining net assets of the Corporation, the amount of
Four and 37.5/100 dollars ($4.375) in cash for each share of Series B Preferred
Stock, plus an amount equal to all dividends accrued and unpaid on each such
share up to the date fixed for distribution, before any distribution shall be
made to the holders of the Common Stock, or any other capital stock of the
Corporation ranking (as to any such distribution) junior to the Series B
Preferred Stock.  If upon any liquidation, dissolution or winding up of the
Corporation, the assets distributable among the holders of any series of
Preferred Stock ranking (as to any such distribution) on a parity with the
Series B Preferred Stock shall be insufficient to permit the payment in full to
the holders of all such series of Preferred Stock of all preferential amounts
payable to all such holders, then the entire assets of the Corporation thus
distributable shall be distributed ratably among the holders of all series of
the Preferred Stock ranking (as to any such distribution) on a parity with the
Series B Preferred Stock in proportion to the respective amounts that would be
payable per share if such assets were sufficient to permit payment in full.

                 5.02     For purposes of this Article V, a distribution of
assets in any dissolution, winding up or liquidation shall not include (i) any
consolidation or merger of the Corporation with or into any other corporation,
(ii) any dissolution, liquidation, winding up, or reorganization of the
Corporation immediately followed by reincorporation of another successor
corporation or (iii) a sale or other disposition of all or substantially all of
the Corporation's assets to another corporation; provided, that in each case,
effective provision is made in the certificate of incorporation, memorandum of
association or by-laws of the resulting and surviving corporation or otherwise
for the protection and continuation of the rights of the holders of Series B
Preferred Stock.

                  VI.  CONVERSION OF SERIES B PREFERRED STOCK

                 6.01     Holders of shares of Series B Preferred Stock will
have the right, exercisable at any time after May 31, 1998, except in the case
of shares of Series B Preferred Stock called for redemption as provided above,
to convert 50% of the shares of Preferred Stock into shares of Common Stock,
and on or after June 30, 1998 any remaining shares of Preferred Stock not
previously converted into shares of Common Stock (calculated as to each
conversion to the nearest 1/100th of a share) into a number of shares of Common
Stock equal to the greater of (i)  the number of shares of Preferred Stock
being converted multiplied by 1.10, or (ii)  the number of shares of Preferred
Stock multiplied by a number, the numerator of which is $4.375 and the
denominator of which is 0.85 multiplied by the average daily closing market bid
price for the Common Stock of the Company as quoted on the NASDAQ National
Market System for the previous 5 consecutive trading days from the date of the
notice of election of conversion (subject to adjustment as described below).
In the case of shares of Series B Preferred Stock called for redemption,
conversion rights will expire at the close of business on the tenth day
preceding the redemption date.  No payment or adjustment for accrued dividends
on the Series B Preferred Stock is to be made on conversion.  However, if a
share of Series B Preferred Stock (other than a share of Series B Preferred
Stock called for redemption within such period) is converted between the record
date with respect to any dividend payment and the next succeeding dividend
payment date, such share of Series B





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Preferred Stock must be accompanied by funds equal to the dividend payable on
such dividend payment date on the Series B Preferred Stock so converted.

                 6.02     Any holder of shares of the Series B Preferred Stock
electing to convert such shares or any portion thereof shall deliver the
certificates therefor to the principal office of any transfer agent for the
Common Stock, with the form of notice of election to convert endorsed on such
certificates fully completed and duly executed.  The conversion right with
respect to any such shares of the Series B Preferred Stock shall be deemed to
have been exercised at the date upon which the certificates therefor with such
notice of election duly executed shall have been so delivered, and the person
or persons entitled to receive the Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such
Common Stock upon said date.

                 6.03     No fractional shares of Common Stock or scrip
representing fractional shares shall be issued upon conversion of shares of the
Series B Preferred Stock.  If more than one share of the Series B Preferred
Stock shall be surrendered for conversion at one time by the same holder the
number of full shares of Common Stock which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate number of shares of the
Series B Preferred Stock so surrendered.  Instead of any fractional share of
Common Stock which would otherwise be issuable upon conversion of any share or
shares of the Series B Preferred Stock, the Corporation shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the last sales price (or the quoted closing bid price if there were no
sales) per share of Common Stock on the principal exchange on which the Common
Stock is listed on the business day next preceding the date of conversion, or,
if the Common Stock is not then listed on an exchange, the closing sales price
(or the quoted closing bid price if there were no sales) as reported by the
National Association of Securities Dealers Automated Quotation System on the
business day next preceding the date of conversion.  In the absence of one or
more such quotations, the Board of Directors shall in good faith determine the
current market price on the basis of such quotation as it considers
appropriate.

                 6.04     If a holder converts shares of Series B Preferred
Stock, the Corporation shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon the conversion.
The holder, however, shall pay any such tax which is due because the shares are
issued in a name other than the name of such holder.

                 6.05     The Corporation shall reserve out of its authorized
but unissued Common Stock or its Common Stock held in treasury enough shares of
Common Stock to permit the conversion of all of the shares of Series B
Preferred Stock, and shall increase from time to time, the authorized amount of
its Common Stock if at any time the authorized amount of its Common Stock
remaining unissued shall not be sufficient to permit the conversion of all
Series B Preferred Stock at the time outstanding.   All shares of Common Stock
which may be issued upon conversion of the shares of Series B Preferred Stock
shall be validly issued, fully paid and nonassessable.    In order that the
Corporation may issue shares of Common Stock upon conversion of the shares of
Series B Preferred Stock, the Corporation will comply with all applicable
Federal and State securities laws and will list such shares on each securities
exchange on which the Common Stock is listed.

                 6.06     The conversion rate in effect at any time shall be
subject to adjustment as follows (no consent to the actions underlying such
adjustment, intended or implied):

                          (i)     In case the Corporation shall (i) pay a
dividend on Common Stock in Common Stock, (ii) subdivide or reclassify its
outstanding shares of Common Stock into a greater number of shares, or (iii)
combine or reclassify its outstanding shares of Common Stock into a smaller
number of shares, the conversion rate in effect immediately prior thereto shall
be adjusted retroactively as provided below so that the number of shares of
Common Stock into which each share of Series B Preferred Stock shall thereafter
be convertible shall be determined by multiplying the number of shares of
Common Stock into which such share of Series B Preferred Stock was theretofore
convertible by a fraction of which the numerator shall be the number of shares
of Common Stock outstanding immediately following such action and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately prior thereto.  Such adjustment shall be made whenever any event
listed above shall occur and shall become effective retroactively immediately
after the record date in the case of a dividend and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification.





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                          (ii)    In case the Corporation shall issue rights or
warrants to all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date therefor) to subscribe for or
purchase shares of Common Stock at a price per share less than the current
market price per share of Common Stock (as determined in accordance with the
provisions of sub-paragraph (iv) below) at the record date therefor the number
of shares of Common Stock into which each share of Series B Preferred Stock
shall thereafter be convertible shall be determined by multiplying the number
of shares of Common Stock into which such share of Series B Preferred Stock was
theretofore convertible by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of additional shares of Common Stock offered
for subscription or purchase and of which the denominator shall be the number
of shares of Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock which the
aggregate offering price of the number of shares of Common Stock so offered
would purchase at the current market price per share of Common Stock (as
determined in accordance with the provisions of sub-paragraph (iv) below).
Such adjustment shall be made whenever such rights or warrants are issued, and
shall become effective retroactively immediately after the record date for the
determination of stockholders entitled to receive such rights or warrants.

                          (iii)   In case the Corporation shall distribute to
all holders of its Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Corporation is the
continuing corporation) shares of capital stock (other then Common Stock),
evidences of its indebtedness or assets (excluding cash dividends) or rights to
subscribe (excluding those referred to in paragraph (ii) above), then in each
such case the number of shares of Common Stock into which each share of Series
B Preferred Stock shall thereafter be convertible shall be determined by
multiplying the number of shares of Common Stock into which such share of
Series B Preferred Stock was theretofore convertible by a fraction of which the
numerator shall be the number of outstanding shares of Common Stock multiplied
by the current market price per share of Common Stock (as determined in
accordance with the provisions of sub-paragraph (iv) below) on the date of such
distribution and of which the denominator shall be the number of outstanding
shares of Common Stock multiplied by such current market price per share of
Common Stock, less the fair market value (as determined by the independent
auditors of the Corporation, whose determination shall be conclusive, and
described in a statement filed with the transfer agent for the Series B
Preferred Stock) of the capital stock, assets or evidences of indebtedness so
distributed or of such subscription rights.  Such adjustment shall be made
whenever any such distribution is made, and shall become effective
retroactively immediately after the record date for the determination of
stockholders entitled to receive such distribution.

                          (iv)    For the purpose of any computation under
sub-paragraphs (ii) and (iii) above, the current market price per share of
Common Stock at any date shall be deemed to be the average of the daily closing
prices for the 30 consecutive trading days commencing 45 trading days before
the day in question.  The closing price for each day shall be the reported last
sale price or, in case no such reported sale takes place on such day, the
reported closing bid price, in either case, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which the shares are listed or admitted to trading, or if they are not listed
or admitted to trading on any such exchange, the closing bid price as furnished
by any member of the National Association of Securities Dealers, Inc. or any
comparable organization selected from time to time by the Corporation for that
purpose.

                          (v)     No  adjustment in the conversion  rate shall
be required unless such adjustment would require an increase or decrease of at
least  1%  in the rate then in effect;  provided, however, that any adjustments
which by reason of this sub-paragraph (v) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.

                          (vi)    In the event that, at any time as a result of
an adjustment made pursuant to subparagraph (i) or (iii) above, the holder of
any share of Series B Preferred Stock thereafter surrendered for conversion
shall become entitled to receive any shares of the Corporation other than
shares of the Common Stock, thereafter the number of such other shares so
receivable upon conversion of any share of Series B Preferred Stock shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in paragraphs (i) through (v) of this paragraph, and the other
provisions of this Article VI with respect to the Common Stock shall apply on
like terms to any such other shares.





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                          (vii)   Whenever the conversion rate is adjusted, as
herein provided, the Board of Directors of the Corporation shall certify the
conversion rate after such adjustment and setting forth a brief statement of
the facts requiring such adjustment and a computation thereof.  The Corporation
shall promptly cause a notice of the adjusted conversion rate to be mailed to
each registered holder of Series B Preferred Stock.  In the event any holders
of the Series B Preferred Stock challenge the determination of fair market
price, such value shall be determined by a firm of independent certified public
accountants selected by the Board of Directors of the Corporation (who may be
the regular accountants employed by the Corporation) for which the costs shall
be divided between the Corporation and such holders.)

                 6.07     If any of the following events occur, namely (i) any
reclassification or change of outstanding shares of Common Stock issuable upon
conversion of the Series B Preferred Stock (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) any consolidation or merger to
which the Corporation is a party (other than a consolidation or merger in which
the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding shares of Common Stock) or (iii)
any sale or conveyance of the properties and assets of the Corporation as, or
substantially as, an entirety to any other corporation; then the Corporation or
such successor or purchasing corporation, as the case may be, shall provide in
its Certificate of Incorporation (or analogous document) that each share of
Series B Preferred Stock shall be convertible into the kind and amount of
shares of stock and other securities or property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock issuable upon conversion of each such
share of Series A Preferred Stock immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance.  Such Certificate of
Incorporation (or analogous document) shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Article.  The Corporation shall cause notice of the execution of any
such event contemplated by this paragraph to be mailed to each holder of Series
A Preferred Stock as soon as practicable.   The above provisions of this
paragraph shall similarly apply to successive reclassifications,
consolidations, mergers and sales.

                 6.08     The Corporation at any time may reduce the conversion
price (or increase the conversion rate), temporarily or otherwise, by any
amount but in no event shall such conversion price be less than the par value
of the Common Stock at the time such reduction is made.  Whenever the
conversion price is reduced pursuant to this paragraph, the Corporation shall
mail to the holders a notice of the reduction.  The Corporation shall mail the
notice at least 15 days before the date the reduced conversion price (or
increased conversion rate) takes effect.  The notice shall state the reduced
conversion price (or increased conversion rate) and the period it will be in
effect.   A reduction of the conversion price (or increase in conversion rate)
does not change or adjust the conversion price otherwise in effect for purposes
of Section 6.06 paragraph (vi) and (vii).

                 6.09     Nothing in this Agreement may be read or construed to
violate the rules of the Securities and Exchange Commission or any market in
which the Common Stock or any other securities of the Corporation are traded,
nor violate the maintenance criteria of the NASDAQ Rule 4460(i)(1)(D)(iii), as
applied to all shares of the Corporation's Common Stock, preferred stock, and
the Preferred Shares deemed to be aggregated under said Rule, and the parties
hereto agree that in the event such violation would otherwise occur, this
Agreement shall not be enforceable against either party to the extent of such
occurrence, and further, the parties agree that in the event such violation
would otherwise occur, they shall amend this Agreement and the Certificate of
Designations to  reflect such adjustment to price or quantity as may be
necessary to avoid the occurrence of such violation.

                    VII. RANKING OF SERIES B PREFERRED STOCK

                 7.01     With regard to rights to receive dividends and
distributions upon dissolution of the Corporation, the Series B Preferred Stock
shall rank on parity with the Series A Preferred Stock and senior in rank and
prior to all other stock of the Corporation outstanding at the time of issuance
of the Series B Preferred Stock.





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<PAGE>   8
                               VIII.  LIMITATIONS

                 8.01     So long as any shares of Series B Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote or the
written consent as provided by law, of the holders of at least two-thirds (2/3)
of the outstanding shares of Series B Preferred Stock, voting as a class,  (a)
create, authorize or issue any class or series of stock ranking either as to
payment of dividends or distribution of assets prior to the Series B Preferred
Stock; or (b)  change the preferences, rights or powers with respect to the
Series B Preferred Stock so as to affect such stock adversely; but nothing
herein contained shall require such a class vote or consent (i) in connection
with any increase in the total number of authorized shares of common stock, or
(ii) in connection with the authorization or increase of any class or series of
stock ranking junior to or on a parity with the Series B Preferred Stock;
provided, however, that no such vote or written consent of the holders of the
Series B Preferred Stock shall be required if, at or prior to the time when the
issuance of any such stock ranking prior to the Series B Preferred Stock is to
be made or any such change is to take effect, as the case may be, provision is
made for the redemption of all shares of Series B Preferred Stock at the time
outstanding, and further provided, that the provisions of this Article VIII
shall not in any way limit the right and power of the Corporation to issue the
presently authorized but unissued shares of its capital stock, or bonds, notes,
mortgages, debentures, and other obligations, and to incur indebtedness to
banks and to other lenders.

                 IN  WITNESS  WHEREOF,  INTELECT  COMMUNICATIONS , INC.  has
caused this certificate to be made under the seal of the Corporation, signed by
its Chairman and attested by its Assistant Secretary this 16 day of December
1997.

                                       INTELECT COMMUNICATIONS, INC.

(Corporate Seal)

                                       By: /s/ HERMAN M. FRIETSCH
                                           -------------------------------------
                                           Herman M. Frietsch
                                           Chairman and Chief Executive Officer
Attest:


/s/ ROBERT C. BEASLEY
--------------------------
Robert C. Beasley
Assistant Secretary





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