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                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                                  DATAKEY, INC.


                                   ARTICLE 1.
                                     OFFICES

         1.1) Offices. The address of the registered office of the corporation
shall be designated in the Articles of Incorporation, as amended from time to
time. The principal executive office of the corporation shall be located at such
address as the Board of Directors may determine, and the corporation may have
offices at such other places within or without the State of Minnesota as the
Board of Directors shall from time to time determine or the business of the
corporation requires.

                                   ARTICLE 2.
                            MEETINGS OF SHAREHOLDERS

         2.1) Regular Meetings. Regular meetings of the shareholders of the
corporation entitled to vote shall be held on an annual or other less frequent
basis as shall be determined by the Board of Directors or by the chief executive
officer; provided, that if a regular meeting has not been held during the
immediately preceding 15 months, a shareholder or shareholders holding three
percent (3%) or more of the voting power of all shares entitled to vote may
demand a regular meeting of shareholders by written notice of demand given to
the chief executive officer or chief financial officer of the corporation. At
each regular meeting, the shareholders, voting as provided in the Articles of
Incorporation and these Bylaws, shall elect qualified successors for directors
who serve for an indefinite term or for directors whose terms have expired or
are due to expire within six months after the date of the meeting, and shall
transact such other business as shall come before the meeting. No meeting shall
be considered a regular meeting unless specifically designated as such in the
notice of meeting or unless all the shareholders entitled to vote are present in
person or by proxy and none of them objects to such designation. The Board of
Directors shall have the ability to postpone previously scheduled annual
meetings upon public notice given prior to the scheduled meeting date.

         2.2) Advance Notice of Shareholder Nominees and Shareholder Business -
Regular Meetings.

         Subject to the notice requirements set forth in this Section 2.2, any
shareholder entitled to vote in the election of directors generally may:

         (a) make nominations for the election of directors; and

         (b) propose business to be brought before any regular meeting;

if such nomination or business proposed is otherwise proper business before such
meeting. Any such shareholder may nominate one or more persons for election as
directors at a meeting or propose business to be brought before a meeting, or
both, only if such shareholder has given timely notice to the secretary of the
corporation in proper written form of the shareholder's intent


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to make such nomination or nominations or to propose such business. To be
timely, such shareholder's notice must be delivered to or mailed and received by
the secretary of the corporation at the principal executive offices of the
corporation not less than one hundred twenty (120) calendar days in advance of
the date that is one year after the prior year's annual meeting of shareholders;
provided, however, that in the event that no annual meeting was held in the
previous year or the date of the annual meeting has been changed by more than
thirty (30) days from the date of the prior year's annual meeting (in either
case such an annual meeting date being referred to herein as an "Other Meeting
Date"), notice by the shareholder to be timely must be so received by the later
of: (i) the close of business on the date ninety (90) days prior to the Other
Meeting Date or (ii) the close of business ten (10) days following the date on
which the Other Meeting Date is first publicly announced. To be in proper form,
a shareholder's notice to the secretary shall set forth:

         (i)      the name and address of the shareholder who intends to make
                  the nominations or propose the business and, as the case may
                  be, of the person or persons to be nominated or of the
                  business to be proposed;

         (ii)     a representation that the shareholder is a holder of record of
                  stock of the corporation entitled to vote at such meeting and,
                  if applicable, intends to appear in person or by proxy at the
                  meeting to nominate the person or persons specified in the
                  notice;

         (iii)    if applicable, a description of all arrangements or
                  understandings between the shareholder and each nominee and
                  any other person or persons (naming such person or persons)
                  pursuant to which the nomination or nominations are to be made
                  by the shareholder;

         (iv)     beneficial stock ownership information of such nominee and
                  such other information regarding each nominee or each matter
                  of business to be proposed by such shareholder as would be
                  required to be included in a proxy statement filed pursuant to
                  the proxy rules of the Securities and Exchange Commission had
                  the nominee been nominated, or intended to be nominated, or
                  the matter been proposed, or intended to be proposed by the
                  board of directors; and

         (v)      if applicable, the consent of each nominee to serve as
                  director of the corporation if so elected.

The chairman of the meeting shall refuse to acknowledge the nomination of any
person or the proposal of any business not made in compliance with the foregoing
procedure.

         2.3) Special Meetings. Special meetings of the shareholders entitled to
vote may be called at any time by the Chairman of the Board, the chief executive
officer, the chief financial officer, two or more directors, or a shareholder or
shareholders holding ten percent (10%) (25% if the purpose is to effect a
business combination, including a change of the board composition) or more of
the voting power of all shares entitled to vote who shall demand such special
meeting by giving written notice of demand (in accordance with Minn. Stat.
302A.433) to the chief executive officer or the chief financial officer
specifying the purposes of the meeting.


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         2.4) Meetings Held Upon Shareholder Demand. Within thirty (30) days
after receipt by the chief executive officer or the chief financial officer of a
demand from any shareholder or shareholders entitled to call a regular or
special meeting of shareholders, the Board of Directors shall cause such meeting
to be called and held on notice no later than ninety (90) days after receipt of
such demand. If the Board of Directors fails to cause such a meeting to be
called and held, the shareholder or shareholders making the demand may call the
meeting by giving notice as provided in Section 2.6 hereof at the expense of the
corporation.

         2.5) Place of Meetings. Meetings of the shareholders shall be held at
the principal executive office of the corporation or at such other place, within
or without the State of Minnesota, as is designated by the Board of Directors,
except that a regular or special meeting called by or at the demand of a
shareholder shall be held in the county where the principal executive office of
the corporation is located.

         2.6) Notice of Meetings. Except as otherwise specified in Section 2.7
or required by law, a written notice setting out the place, date and hour of any
regular or special meeting shall be given to each holder of shares entitled to
vote not less than ten (10) days nor more than sixty (60) days prior to the date
of the meeting; provided, that notice of a meeting at which there is to be
considered a proposal (i) to dispose of all, or substantially all, of the
property and assets of the corporation or (ii) to dissolve the corporation shall
be given to all shareholders of record, whether or not entitled to vote; and
provided further, that notice of a meeting at which there is to be considered a
proposal to adopt a plan of merger or exchange shall be given to all
shareholders of record, whether or not entitled to vote, at least fourteen (14)
days prior thereto. Notice of any special meeting shall state the purpose or
purposes of the proposed meeting, and the business transacted at all special
meetings shall be confined to the purposes stated in the notice.

         2.7) Waiver of Notice. A shareholder may waive notice of any meeting
before, at or after the meeting, in writing, orally or by attendance. Attendance
at a meeting by a shareholder is a waiver of notice of that meeting unless the
shareholder objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened, or objects
before a vote on an item of business because the item may not be lawfully
considered at such meeting and does not participate in the consideration of the
item at such meeting.

         2.8) Quorum and Adjourned Meeting. The holders of a majority of the
voting power of the shares entitled to vote at a meeting, represented either in
person or by proxy, shall constitute a quorum for the transaction of business at
any regular or special meeting of shareholders. If a quorum is present when a
duly called or held meeting is convened, the shareholders present may continue
to transact business until adjournment, even though the withdrawal of a number
of shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. In case a quorum is not present at any meeting,
those present shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
number of shares entitled to vote shall be represented. Whether or not a quorum
is present, the Chairman of the Board shall have the ability to adjourn the
meeting to a date not more than 45 days after such original meeting date. At
such adjourned meeting at which the required amount of shares entitled to vote
shall be represented, any business may be transacted which might have been
transacted at the original meeting.


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         2.9) Voting. At each meeting of the shareholders, every shareholder
having the right to vote shall be entitled to vote in person or by proxy duly
appointed by an instrument in writing subscribed by such shareholder. Each
shareholder shall have one (1) vote for each share having voting power standing
in each shareholder's name on the books of the corporation except as may be
otherwise provided in the terms of the share. Upon the demand of any
shareholder, the vote for directors or the vote upon any question before the
meeting shall be by ballot. All elections shall be determined and all questions
decided by a majority vote of the number of shares entitled to vote and
represented at any meeting at which there is a quorum except in such cases as
shall otherwise be required by statute or the Articles of Incorporation.

         2.10) Order of Business. The chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are appropriate for
conduct of the meeting. To the extent not prohibited by law, such rules,
regulations or procedures may include, without limitation, establishment of: (1)
an agenda or order of business for the meeting and the method by which business
may be proposed, (2) rules and procedures for maintaining order at the meeting
and the safety of those present, (3) limitations on attendance or participation
in the meeting to shareholders or record of the corporation, their duly
authorized proxies or such other persons as the chairman of the meeting shall
determine, (4) restrictions on entry to the meeting after the time fixed for
commencement thereof and (5) limitations on the time allotted to questions or
comments by participants. Any proposed business contained in the notice of a
regular meeting is deemed to be on the agenda and no further motions or other
actions shall be required to bring such proposed business up for consideration.
Unless and to the extent otherwise determined by the chairman of the meeting, it
shall not be necessary to follow Robert's Rules of Order or any other rules or
parliamentary procedure at the meeting of shareholders. Following completion of
business of the meeting as determined by the chairman of the meeting, the
chairman of the meeting shall have the exclusive authority to adjourn the
meeting.


                                   ARTICLE 3.
                                    DIRECTORS

         3.1) General Powers. The business and affairs of the corporation shall
be managed by or under the direction of a Board of Directors.

         3.2) Number, Term and Qualifications. At each annual meeting the
Shareholders shall determine the number of directors which shall be not less
than three (3) nor more than nine (9); provided, that between annual meetings
the Board of Directors may increase the authorized number of directors within
the limits stated above. However, notwithstanding the foregoing no increase or
decrease in the number of directors may be effected except according to the
further provisions contained in this Section 3.2.

         The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as possible, of
one-third of the total number of directors constituting the entire Board of
Directors.

         At the first meeting of Shareholders held after April __, 2001, Class I
directors shall be elected for a one-year term, the Class II directors for a
two-year term, and the Class III directors


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for a three-year term. At each succeeding annual meeting of the shareholders at
which directors are elected, successors to the Class of directors whose term
expires at that annual meeting shall be elected for a three-year term.

         A director shall hold office until the annual meeting for the year in
which such director's term expires and until such director's successor shall be
elected and shall qualify, or until such director's resignation or removal from
office. If the number of directors is changed, any increase or decrease shall be
apportioned by the Board of Directors among the classes so as to maintain, as
nearly as possible, an equal number of directors in each class. In the event an
increase or decrease makes it impossible to maintain an equal number of
directors in each class, increases shall be allocated to the class or classes
with the longest remaining term, and decreases shall be allocated to the class
with the shortest remaining term.

         Any director elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining
term of that class. In no event will a decrease in the number of directors
result in the elimination of an entire class of directors, cause any class to
contain a number of directors two or more greater than any other class, or
shorten the term of any incumbent director. Any director elected to fill a
vacancy not resulting from an increase in the number of directors shall have the
same remaining term as that of such director's predecessor.

         3.3) Vacancies. Vacancies on the Board of Directors may be filled by
the affirmative vote of a majority of the remaining members of the Board, though
less than a quorum; provided, that newly created directorships resulting from an
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the directors serving at the time of such
increase. Persons so elected shall be directors until their successors are
elected by the shareholders, who may make such election at the next regular or
special meeting of the shareholders.

         3.4) Quorum and Voting. A majority of the directors currently holding
office shall constitute a quorum for the transaction of business. In the absence
of a quorum, a majority of the directors present may adjourn a meeting from time
to time until a quorum is present. If a quorum is present when a duly called or
held meeting is convened, the directors present may continue to transact
business until adjournment even though the withdrawal of a number of directors
originally present leaves less than the proportion or number otherwise required
for a quorum. Except as otherwise required by law or the Articles of
Incorporation, the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors.

         3.5) Board Meetings; Place and Notice. Meetings of the Board of
Directors may be held from time to time at any place within or without the State
of Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally, or in writing, or by attendance. Any director may
call a Board meeting by giving two (2) days notice to all directors of the date
and time of the meeting. The notice need not state the purpose of the meeting,
and may be given by mail, telephone, telegram, or in person. If a meeting
schedule is adopted by the Board, or if the date and time of a Board meeting has
been announced at a previous meeting, no notice is required.


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         3.6) Waiver of Notice. A director may waive notice of any meeting
before, at or after the meeting, in writing, orally or by attendance. Attendance
at a meeting by a director is a waiver of notice of that meeting unless the
director objects at the beginning of the meeting to the transaction of business
because the meeting is not lawfully called or convened and does not participate
thereafter in the meeting.

         3.7) Compensation. Directors who are not salaried officers of the
corporation shall receive such fixed sum and expenses per meeting attended or
such fixed annual sum or both as shall be determined from time to time by
resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving proper compensation therefor.

         3.8) Committees. The Board of Directors may, by resolution approved by
affirmative vote of a majority of the Board, establish committees having the
authority of the Board in the management of the business of the corporation only
to the extent provided in the resolution. Committees may include a special
litigation committee consisting of one or more independent directors or other
independent persons to consider legal rights or remedies of the corporation and
whether those rights and remedies should be pursued. Each such committee shall
consist of one or more natural persons (who need not be directors) appointed by
the affirmative vote of a majority of the directors present, and shall, other
than special litigation committees, be subject at all times to the direction and
control of the Board. A majority of the members of a committee present at a
meeting shall constitute a quorum for the transaction of business.

         3.9) Order of Business. The suggested order of business at any meeting
of the Board of Directors shall, to the extent appropriate and unless modified
by the presiding chairman, be:

         1.       Roll call

         2.       Proof of due notice of meeting or waiver of notice, or
                  unanimous presence and declaration by presiding chairman

         3.       Determination of existence of quorum

         4.       Reading and disposal of any unapproved minutes

         5.       Reports of officers and committees

         6.       Election of officers

         7.       Unfinished business

         8.       New business

         9.       Adjournment.

                                   ARTICLE 4.
                                    OFFICERS

         4.1) Number and Designation. The corporation shall have one or more
natural persons exercising the functions of the offices of chief executive
officer and chief financial officer. The Board of Directors may elect or appoint
such other officers or agents as it deems necessary for the operation and
management of the corporation including, but not limited to, a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and a Treasurer,
each of whom shall have the powers, rights, duties and responsibilities set
forth in these Bylaws unless otherwise determined by the Board. Any of the
offices or functions of those offices may be held by the same person.


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         4.2) Election, Term of Office and Qualification. At the first meeting
of the Board following each election of directors, the Board shall elect
officers, who shall hold office until the next election of officers or until
their successors are elected or appointed and qualify; provided, however, that
any officer may be removed with or without cause by the affirmative vote of a
majority of the Board of Directors present (without prejudice, however, to any
contract rights of such officer).

         4.3) Resignation. Any officer may resign at any time by giving written
notice to the corporation. The resignation is effective when notice is given to
the corporation, unless a later date is specified in the notice, and acceptance
of the resignation shall not be necessary to make it effective.

         4.4) Vacancies in Office. If there be a vacancy in any office of the
corporation, by reason of death, resignation, removal or otherwise, such vacancy
may, or in the case of a vacancy in the office of chief executive officer or
chief financial officer shall, be filled for the unexpired term by the Board of
Directors.

         4.5) Chief Executive Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief executive officer (a) shall have
general active management of the business of the corporation; (b) shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the shareholders and Board of Directors; (c) shall see that all orders and
resolutions of the Board are carried into effect; (d) shall sign and deliver in
the name of the corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the corporation, except in cases in
which the authority to sign and deliver is required by law to be exercised by
another person or is expressly delegated by the Articles, these Bylaws or the
Board to some other officer or agent of the corporation; (e) may maintain
records of and certify proceedings of the Board and shareholders; and (f) shall
perform such other duties as may from time to time be assigned to the chief
executive officer by the Board.

         4.6) Chief Financial Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief financial officer (a) shall keep
accurate financial records for the corporation; (b) shall deposit all monies,
drafts and checks in the name of and to the credit of the corporation in such
banks and depositories as the Board of Directors shall designate from time to
time; (c) shall endorse for deposit all notes, checks and drafts received by the
corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
corporation, as ordered by the Board; (e) shall render to the chief executive
officer and the Board of Directors, whenever requested, an account of all
transactions undertaken as chief financial officer and of the financial
condition of the corporation; and (f) shall perform such other duties as may be
prescribed by the Board of Directors or the chief executive officer from time to
time.

         4.7) Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board and shall exercise general
supervision and direction over the more significant matters of policy affecting
the affairs of the corporation, including particularly its financial and fiscal
affairs. The Chairman shall not be considered an officer unless such chairman is
also serving as a full-time employee.


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         4.8) President. Unless otherwise determined by the Board, the President
shall be the chief executive officer. If an officer other than the President is
designated chief executive officer, the President shall perform such duties as
may from time to time be assigned to the President by the Board. If the office
of Chairman of the Board is not filled, the President shall also perform the
duties set forth in Section 4.7.

         4.9) Vice President. Each Vice President shall have such powers and
shall perform such duties as may be specified in these Bylaws or prescribed by
the Board of Directors. In the event of absence or disability of the President,
the Board of Directors may designate a Vice President or Vice Presidents to
succeed to the power and duties of the President.

         4.10) Secretary. The Secretary shall, unless otherwise determined by
the Board, be secretary of and attend all meetings of the shareholders and Board
of Directors, and may record the proceedings of such meetings in the minute book
of the corporation and, whenever necessary, certify such proceedings. The
Secretary shall give proper notice of meetings of shareholders and shall perform
such other duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.

         4.11) Treasurer. Unless otherwise determined by the Board, the
Treasurer shall be the chief financial officer of the corporation. If an officer
other than the Treasurer is designated chief financial officer, the Treasurer
shall perform such duties as may be prescribed by the Board of Directors or the
chief executive officer from time to time.

         4.12) Delegation. Unless prohibited by a resolution approved by the
affirmative vote of a majority of the directors present, an officer elected or
appointed by the Board may delegate in writing some or all of the duties and
powers of such officer to other persons.


                                   ARTICLE 5.
                                 INDEMNIFICATION

         5.1) Indemnification. The corporation shall indemnify such persons, for
such expenses and liabilities, in such manner, under such circumstances, and to
such extent, as permitted by Minnesota Statutes, Section 302A.521, as now
enacted or hereafter amended.


                                   ARTICLE 6.
                            SHARES AND THEIR TRANSFER

         6.1) Certificate of Stock. Every owner of stock of the corporation
shall be entitled to a certificate, in such form as the Board of Directors may
prescribe, certifying the number of shares of stock of the corporation owned by
such shareholder. The certificates for such stock shall be numbered (separately
for each class) in the order in which they are issued and shall, unless
otherwise determined by the Board, be signed by the chief executive officer, the
chief financial officer, or any other officer of the corporation. A signature
upon a certificate may be a facsimile. Certificates on which a facsimile
signature of a former officer, transfer agent or registrar appears may be issued
with the same effect as if such person were such officer, transfer agent or
registrar on the date of issue.


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         6.2) Stock Record. As used in these Bylaws, the term "shareholder"
shall mean the person, firm or corporation in whose name outstanding shares of
capital stock of the corporation are currently registered on the stock record
books of the corporation. The corporation shall keep, at its principal executive
office or at another place or places within the United States determined by the
Board, a share register not more than one year old containing the names and
addresses of the shareholders and the number and classes of shares held by each
shareholder. The corporation shall also keep at its principal executive office
or at another place or places within the United States determined by the Board,
a record of the dates on which certificates representing shares were issued.
Every certificate surrendered to the corporation for exchange or transfer shall
be cancelled and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled (except as provided for in Section 6.4 of this Article 6).

         6.3) Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate
(or the shareholder's legal representative or duly authorized attorney-in-fact)
and upon surrender for cancellation of the certificate or certificates for such
shares. The shareholder in whose name shares of stock stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation; provided, that when any transfer of shares shall be made as
collateral security and not absolutely, such fact, if known to the corporation
or to the transfer agent, shall be so expressed in the entry of transfer; and
provided, further, that the Board of Directors may establish a procedure whereby
a shareholder may certify that all or a portion of the shares registered in the
name of the shareholder are held for the account of one or more beneficial
owners.

         6.4) Lost Certificate. Any shareholder claiming a certificate of stock
to be lost or destroyed shall make an affidavit or affirmation of that fact in
such form as the Board of Directors may require, and shall, if the directors so
require, give the corporation a bond of indemnity in form and with one or more
sureties satisfactory to the Board of at least double the value, as determined
by the Board, of the stock represented by such certificate in order to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss or destruction of such certificate, whereupon a new certificate may
be issued in the same tenor and for the same number of shares as the one alleged
to have been destroyed or lost.


                                   ARTICLE 7.
                               GENERAL PROVISIONS

         7.1) Record Dates. In order to determine the shareholders entitled to
notice of and to vote at a meeting, or entitled to receive payment of a dividend
or other distribution, the Board of Directors may fix a record date which shall
not be more than sixty (60) days preceding the date of such meeting or
distribution. In the absence of action by the Board, the record date for
determining shareholders entitled to notice of and to vote at a meeting shall be
at the close of business on the day preceding the day on which notice is given,
and the record date for determining shareholders entitled to receive a
distribution shall be at the close of business on the day on which the Board of
Directors authorizes such distribution.


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         7.2) Distributions; Acquisitions of Shares. Subject to the provisions
of law, the Board of Directors may authorize the acquisition of the
corporation's shares and may authorize distributions whenever and in such
amounts as, in its opinion, the condition of the affairs of the corporation
shall render it advisable.

         7.3) Fiscal Year. The fiscal year of the corporation shall be
established by the Board of Directors.

         7.4) Seal. The corporation shall have such corporate seal or no
corporate seal as the Board of Directors shall from time to time determine.

         7.5) Securities of Other Corporations.

                  (a) Voting Securities Held by the Corporation. Unless
         otherwise ordered by the Board of Directors, the chief executive
         officer shall have full power and authority on behalf of the
         corporation (i) to attend and to vote at any meeting of security
         holders of other companies in which the corporation may hold
         securities; (ii) to execute any proxy for such meeting on behalf of the
         corporation; and (iii) to execute a written action in lieu of a meeting
         of such other company on behalf of this corporation. At such meeting,
         by such proxy or by such writing in lieu of meeting, the chief
         executive officer shall possess and may exercise any and all rights and
         powers incident to the ownership of such securities that the
         corporation might have possessed and exercised if it had been present.
         The Board of Directors may from time to time confer like powers upon
         any other person or persons.

                  (b) Purchase and Sale of Securities. Unless otherwise ordered
         by the Board of Directors, the chief executive officer shall have full
         power and authority on behalf of the corporation to purchase, sell,
         transfer or encumber securities of any other company owned by the
         corporation which represent not more than 10% of the outstanding
         securities of such issue, and may execute and deliver such documents as
         may be necessary to effectuate such purchase, sale, transfer or
         encumbrance. The Board of Directors may from time to time confer like
         powers upon any other person or persons.


                                   ARTICLE 8.
                                    MEETINGS

         8.1) Telephone Meetings and Participation. A conference among directors
by any means of communication through which the directors may simultaneously
hear each other during the conference constitutes a Board meeting, if the same
notice is given of the conference as would be required for a meeting, and if the
number of directors participating in the conference would be sufficient to
constitute a quorum at a meeting. Participation in a meeting by that means
constitutes presence in person at the meeting. A director may participate in a
Board meeting not heretofore described in this paragraph, by any means of
communication through which the director, other directors so participating, and
all directors physically present at the meeting may simultaneously hear each
other during the meeting. Participation in a meeting by that means constitutes
presence in person at the meeting. The provisions of this section shall apply to
committees and members of committees to the same extent as they apply to the
Board and directors.


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         8.2) Authorization Without Meeting. Any action of the shareholders, the
Board of Directors, or any committee of the corporation which may be taken at a
meeting thereof, may be taken without a meeting if authorized by a writing
signed by all of the holders of shares who would be entitled to vote on such
action, by all of the directors (unless less than unanimous action is permitted
by the Articles of Incorporation), or by all of the members of such committee,
as the case may be.


                                   ARTICLE 9.
                              AMENDMENTS OF BYLAWS

         9.1) Amendments. Unless the Articles of Incorporation provide
otherwise, these Bylaws may be altered, amended, added to or repealed by the
affirmative vote of a majority of the members of the Board of Directors. Such
authority in the Board of Directors is subject to the power of the shareholders
to change or repeal such Bylaws, and the Board of Directors shall not make or
alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies on the Board, or fixing
the number of directors or their classifications, qualifications or terms of
office, but the Board may adopt or amend a Bylaw to increase the number of
directors.


         The undersigned, Thomas R. King, Secretary of Datakey, Inc., hereby
certifies that the foregoing Amended and Restated Bylaws were duly adopted as
the Bylaws of the corporation by its shareholders on May 31, 2001.



                                              /s/ Thomas R. King
                                              Thomas R. King, Secretary





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