Amendment to the By-laws of
                            Merrimac Industries, Inc.
                                  March 5, 1999


     2.10. Notice of Shareholder Business and Nominations.

     (a) Annual  Meetings  of  Shareholders.  (1) Nominations  of  persons  for
election  to the Board of  Directors  of the  Corporation  and the  proposal  of
business to be considered by the  shareholders  may be made at an annual meeting
of shareholders (i) pursuant to the Corporation's notice of meeting,  (ii) by or
at the  direction of the Board of Directors or (iii) by any  shareholder  of the
Corporation  who was a  shareholder  of  record  at the time of giving of notice
provided  for in this  by-law,  who is  entitled  to vote at the meeting and who
complies with the notice procedures set forth in this by-law.

     (2) For  nominations  or other  business to be properly  brought  before an
annual meeting by a shareholder  pursuant to clause (iii) of paragraph (a)(1) of
this by-law, the shareholder must have given timely notice thereof in writing to
the Secretary of the  Corporation  and such other  business must  otherwise be a
proper matter for shareholder action. To be timely, a shareholder's notice shall
be  delivered  to  the  Secretary  at the  principal  executive  offices  of the
Corporation  not later than the close of  business  on the 60th day nor  earlier
than the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the  annual  meeting  is more  than 30 days  before or more than 60 days
after such anniversary  date,  notice by the shareholder to be timely must be so
delivered  not earlier  than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such  annual  meeting  or the 10th day  following  the day on which
public  announcement  of  the  date  of  such  meeting  is  first  made  by  the
Corporation.  In no event shall the public  announcement of an adjournment of an
annual  meeting  commence a new time  period  for the giving of a  shareholder's
notice as described above. Such  shareholder's  notice shall set forth (i) as to
each person whom the shareholder proposes to nominate for election or reelection
as a director  all  information  relating  to such person that is required to be
disclosed in  solicitations  of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy  statement as a nominee and to serving as a director if elected);  (ii) as
to any other business that the shareholder proposes to bring before the meeting,
a brief  description  of the business  desired to be brought before the meeting,
the  reasons for  conducting  such  business  at the  meeting  and any  material
interest in such business of such shareholder and the beneficial  owner, if any,
on whose behalf the proposal is made; and (iii) as to the shareholder giving the
notice and the  beneficial  owner,  if any, on whose  behalf the  nomination  or
proposal is made (x) the name and address of such shareholder, as they appear on
the  Corporation's  books,  and of such  beneficial  owner and (y) the class and
number of shares of the Corporation  which are owned  beneficially and of record
by such shareholder and such beneficial owner.

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     (b) Special Meetings of Shareholders. Only such business shall be conducted
at a special  meeting  of  shareholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
shareholders at which directors are to be elected pursuant to the  Corporation's
notice of meeting (i) by or at the  direction  of the Board of Directors or (ii)
provided  that the Board of Directors has  determined  that  directors  shall be
elected  at  such  meeting,  by  any  shareholder  of the  Corporation  who is a
shareholder  of record at the time of  giving  of  notice  provided  for in this
by-law,  who shall be entitled to vote at the meeting and who complies  with the
notice procedures set forth in this by-law. In the event the Corporation calls a
special  meeting  of  shareholders  for  the  purpose  of  electing  one or more
directors to the Board of Directors,  any such shareholder may nominate a person
or persons (as the case may be), for election to such  position(s)  as specified
in the Corporation's  notice of meeting, if the shareholder's notice required by
paragraph  (a)(2) of this by-law  shall be  delivered  to the  Secretary  at the
principal  executive  offices of the  Corporation  not earlier than the close of
business  on the 90th day prior to such  special  meeting and not later than the
close of business on the later of the 60th day prior to such special  meeting or
the 10th day following the day on which public announcement is first made of the
date of the  special  meeting  and of the  nominees  proposed  by the  Board  of
Directors  to  be  elected  at  such  meeting.  In no  event  shall  the  public
announcement of an adjournment of a special  meeting  commence a new time period
for the giving of a shareholder's notice as described above.

     (c) General. (1) Only such persons who are nominated in accordance with the
procedures  set forth in this by-law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  by-law.   Except  as  otherwise   provided  by  law,  the  Certificate  of
Incorporation or these by-laws, the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this by-law and, if any  proposed
nomination  or business is not in compliance  with this by-law,  to declare that
such defective proposal or nomination shall be disregarded.

     (2) For  purposes of this  by-law,  "public  announcement"  shall  include,
without limitation, disclosure in a press release reported by the Dow Jones News
Service,  Associated Press or comparable  national news service or in a document
publicly filed by the  Corporation  with the Securities and Exchange  Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing  provisions of this by-law, a shareholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
by-law.  Nothing  in this  by-law  shall be  deemed  to  affect  any  rights  of
shareholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

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