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                                  EXHIBIT 3.2

                                     BY-LAWS
                                       of
                                LOGIMETRICS, INC.
                         _______________________________



                               ARTICLE I - OFFICES

          The principal  office of the Corporation  shall be located in the City
of New York, County of New York, and State of New York.

          The Corporation may also maintain  offices at such other places as the
Board of Directors may from time to time determine.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1. - Annual Meetings:

          The annual meeting of the  stockholders  of the  Corporation  shall be
held  within  five  (5)  months  after  the  close  of the  fiscal  year  of the
Corporation,  for the purpose of electing  directors and transacting  such other
business as may properly come before the meeting.

Section 2. - Special Meetings:

          Special  meetings of the stockholders may be called at any time by the
President,  and shall be called by the President or the Secretary at the written
request of a majority of the Board of Directors.

Section 3. - Place of Meetings:

          All meetings of stockholders  shall be held at the principal office of
the  Corporation,  or at such other places as the Board of Directors may select,
and as shall be  designated  in the  respective  notices or waivers of notice of
such meetings.

Section 4. - Notice of Meetings:

          (a) Except as otherwise  provided by statute,  written  notice of each
meeting of  stockholders,  whether  annual or  special,  stating the purpose for
which the meeting is called, and the time when and place where it is to be held,
shall be served either  personally  or by mail,  not less than ten nor more than
forty days before the meeting upon each  stockholder of record  entitled to vote
at such  meeting.  If  mailed,  such  notice  shall  be  directed  to each  such
stockholder at his address as it appears on the stock books of the  Corporation,
unless he shall have  previously  filed with the Secretary of the  Corporation a
written  request that notices  intended for



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him be mailed to some  other  address,  in which  case it shall be mailed to the
address designated in such request.

          (b)  Notice of any  meeting  need not be given to any  person  who may
become a stockholder of record after the mailing of such notice and prior to the
meeting,  or to any  stockholder who attends such meeting in person or by proxy,
or to any stockholder who, in person or by attorney thereunto authorized, waives
notice of any meeting in writing either before or after such meeting.  Notice of
any  adjourned  meeting  of  stockholders  need not be given,  unless  otherwise
required by statute.

Section 5. - Quorum:

          (a) Except as  otherwise  provided  herein,  or by statute,  or in the
Certificate of Incorporation  (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"),  at
all meetings of  stockholders of the  Corporation,  the presence in person or by
proxy of  stockholders  holding of record 35% (as amended  10/2/__) of the total
number of shares of the Corporation, then issued and outstanding and entitled to
vote,  shall  be  necessary  and  sufficient  to  constitute  a  quorum  for the
transaction of any business.

          (b) In the  absence of a quorum at any  annual or  special  meeting of
stockholders,  the  stockholders  present in person or by proxy and  entitled to
vote  thereat or, if by proxy,  any officer  authorized  to preside at or act as
Secretary  of such  meeting,  may adjourn  the  meeting  from time to time for a
period not exceeding twenty days at such adjourned  meeting at which a quorum is
present.  At any such  adjourned  meeting,  at which a quorum  is  present,  any
business may be  transacted  which might have been  transacted at the meeting as
originally called if a quorum had been present.

Section 6. - Voting:

          (a) Except as  otherwise  provided  herein,  or by statute,  or by the
Certificate of  Incorporation,  the affirmative vote of those holdings of record
in the  aggregate  at least a majority of the issued and  outstanding  shares of
stock  present  in  person  or by proxy and  entitled  to vote at a  meeting  of
stockholders  with respect to a question or matter  brought  before such meeting
shall be necessary and sufficient to decide such question or matter.

          (b) Except as otherwise provided by statute,  or by the Certificate of
Incorporation,  at each meeting of stockholders,  each holder of record of stock
of the  Corporation  entitled to vote thereat  shall be entitled to one vote for
each share of stock held by him and  registered  in his name on the books of the
Corporation.

          (c) Each  stockholder  entitled  to vote may vote by proxy,  provided,
however,  that the  instrument  authorizing  such  proxy to act shall  have been
executed  in  writing by the  stockholder  himself,  or by his  attorney-in-fact
thereunto  duly  authorized  in  writing.  No proxy  shall be  valid  after  the
expiration  of eleven months from the date of its  execution,  unless the person
executing it shall have  specified  therein the length of time it is to continue
in force. Such



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instrument shall be exhibited to the Secretary at the meeting and shall be filed
with the records of the Corporation.

          (d) Any  resolution  in  writing,  signed  by all of the  stockholders
entitled to vote thereon, shall be and constitute action by such stockholders to
the effect therein expressed,  with the same force and effect as if the same had
been  duly  passed  by  unanimous   vote  at  a  duly  called  meeting  of  such
stockholders, and it shall be the duty of the Secretary to place such resolution
so signed in the Minute Book of the Corporation under its proper date.


                        ARTICLE III - BOARD OF DIRECTORS

Section 1. - Number, Election and Term of Office:

          (a) The number of the directors of the  Corporation  shall be . If the
number is not set forth therein,  a majority of the Board of Directors (1) shall
fix the number of directors from time to time, (2) may determine,  in advance of
each  meeting of  stockholders  for the  election  of  directors,  the number of
directors  to be elected at such meeting  within the maximum and minimum  limits
specified  in the  Certificate  of  Incorporation,  and (3) during any  interval
between meetings of stockholders for the election of directors, may increase the
number of directors  within the maximum limits  specified in the  Certificate of
Incorporation, and, if any such increase shall be deemed to create any vacancies
in the Board, they shall be filled in the manner prescribed in Section 8 of this
Article III.

          (b) Except as herein or in the Certificate of Incorporation  otherwise
provided, the members of the Board of Directors of the Corporation, who need not
be stockholders,  shall be elected by the vote of stockholders holding of record
in the aggregate at least a plurality of the shares of stock of the  Corporation
present  in person or by proxy and  entitled  to vote at the  annual  meeting of
stockholders.

          (c) Each  director  shall hold office until the annual  meeting of the
stockholders next succeeding his election and until his successor is elected and
qualified or until his prior death, resignation or removal.

Section 2. - Duties, Powers and Committees:

          (a) The Board of Directors  shall be  responsible  for the control and
management of the affairs,  property and interests of the  Corporation,  and may
exercise  all  powers  of the  Corporation  except as  herein  provided,  in the
Certificate of Incorporation, or by statute expressly conferred upon or reserved
to the stockholders.

          (b) The Board of  Directors  may create  and  appoints  committees  to
assist the directors in the conduct of the Corporation's affairs.

Section 3. - Annual and Regular Meetings:  Notice:



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          (a) A regular annual  meeting of the Board of Directors  shall be held
immediately  following the annual  meeting of the  stockholders  at the place of
such annual meeting of stockholders.

          (b) The Board of Directors from time to time may provide by resolution
for the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.

          (c) Notice of any regular  meeting of the Board of Directors shall not
be required to be given; provided,  however, that in case the Board of Directors
shall fix or change  the time or place of any  regular  meeting,  notice of such
action shall be mailed promptly to each director who shall not have been present
at the meeting at which such action was taken, addressed to him at his residence
or usual place of business, unless such notice shall be waived in the manner set
forth in paragraph (c) of Section 4 of this Article III.

Section 4. - Special Meetings:  Notice:

          (a) Special  meetings of the Board of Directors shall be held whenever
called by the President,  or by one of the directors,  at such time and place as
may be specified in the respective notices or waivers of notice thereof.

          (b) Except as  otherwise  required by statute,  notice of such special
meetings  shall be mailed  directly to each  director,  addressed  to him at his
residence  or usual place of  business,  at least two (2) days before the day on
which  the  meeting  is to be held,  or  shall  be sent to him at such  place by
telegram, radio or cable, or shall be delivered to him personally not later than
the day before the day on which the meeting is to be held.

          (c) Notice of any special meeting shall not be required to be given to
any  directors  who shall  attend such  meeting in person or to any director who
shall waive notice of such  meeting in writing or by  telegram,  radio or cable,
whether before or after the time of such meeting;  and any such meeting shall be
a legal  meeting  without  any notice  thereof  having  been  given,  if all the
directors shall be present thereat. Notice of any adjourned meeting shall not be
required to be given.

Section 5. - Chairman:

          At all meetings of the Board of Directors,  the  President,  or in his
absence, a chairman chosen by the directors, shall preside.

Section 6. - Quorum:

          (a) At all  meetings  of the Board of  Directors,  the  presence  of a
majority of the total number of directors  shall be necessary and  sufficient to
constitute  a quorum  for the



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transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these by-laws.

          (b) A majority of the  directors  present at the time and place of any
regular or special  meeting,  although less than a quorum,  may adjourn the same
from time to time without further notice, until a quorum shall be present.

Section 7. - Manner of Acting:

          (a) At all meetings of the Board of Directors,  each director  present
shall  have one vote,  irrespective  of the  number of shares of stock,  if any,
which he may hold.

          (b) Except as otherwise  provided by statute,  by the  Certificate  of
Incorporation,  or by these  by-laws,  the action of a majority of the directors
present  at any  meeting  at which a quorum is  present  shall be the act of the
Board of Directors.

Section 8. - Vacancies:

          Any  vacancy  in the  Board of  Directors  occurring  by  reason of an
increase  in the number of  directors  or by reason of the  death,  resignation,
disqualification,  removal or inability to act of any  director,  or  otherwise,
shall be filled for the unexpired  portion of the term by a majority vote of the
remaining  directors,  though  less than a quorum,  at any  regular  meeting  or
special meeting of the Board of Directors called for that purpose.

Section 9. - Resignation:

          Any  director may resign at any time by giving  written  notice to the
Board of Directors,  the President or the Secretary of the  Corporation.  Unless
otherwise  specified in such written notice,  such resignation shall take effect
upon  receipt  thereof  by the  Board  of  Directors  or such  officer,  and the
acceptance of such resignation shall not be necessary to make it effective.

Section 10. - Removal:

          Any director  may be removed with or without  cause at any time by the
affirmative  vote of stockholders  holding of record in the aggregate at least a
majority  of the  outstanding  shares  of stock of the  Corporation,  given at a
special meeting of the stockholders called for the purpose.

Section 11. - Salary:

          No  stated  salary  shall be paid to  directors,  as such,  for  their
services,  but by  resolution of the Board of Directors a fixed sum and expenses
of attendance,  if any, may be allowed for attendance at each regular or special
meeting of the Board; provided,  however, that nothing herein contained shall be
construed  to preclude any director  from serving the  Corporation  in any other
capacity and receiving compensation therefor.



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Section 12. - Contracts:

          (a) No contract or other transaction  between this Corporation and any
other  corporation  shall be impaired,  affected or  invalidated,  nor shall any
director  be liable in any way by reason of the fact that any one or more of the
directors  of this  Corporation  is or are  interested  in, or is a director  or
officer,  or are directors or officers of such other corporation,  provided that
such facts are disclosed or made known to the Board of Directors.

          (b) Any director,  personally and  individually,  may be a party to or
may be interested in any contract or  transaction  of this  Corporation,  and no
director  shall be liable in any way by reason of such  interest,  provided that
the fact of such  interest be disclosed or made known to the Board of Directors,
and provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such director)
of a majority of a quorum,  notwithstanding the presence of any such director at
the meeting at which such action is taken.  Such  director or  directors  may be
counted in  determining  the presence of a quorum at such meeting.  This Section
shall not be construed to impair or invalidate or in any way affect any contract
or other  transaction  which would  otherwise  be valid  under the law  (common,
statutory or otherwise) applicable thereto.

Section 13.  - Executive Committee:

          The Executive  Committee  shall consist of two members of the Board of
Directors appointed at the annual meeting of the stockholders of the Corporation
to hold office during the pleasure of the  Directors.  Its function  shall be to
exercise  all the  functions  and powers of the Board of  Directors  between the
annual meetings of the Board of Directors.

                             ARTICLE IV - OFFICERS

Section 1. - Number, Qualifications, Election and Term of Office:

          (a) The officers of the Corporation shall consist of a President,  one
or more Vice-Presidents,  a Secretary, a Treasurer, and such number of Assistant
Secretaries and Assistant  Treasurers as the Board of Directors may from time to
time  deem  advisable.  The  President  shall be and  remain a  director  of the
Corporation  during the term of his office.  Any other  officer  may, but is not
required to be, a director of the Corporation.  Any two or more offices,  except
the offices of President and Vice-President, may be held by the same person.

          (b) The officers of the  Corporation  shall be elected by the Board of
Directors  at the  regular  annual  meeting  of the Board  following  the annual
meeting of stockholders.

          (c) Each  officer  shall hold office  until the annual  meeting of the
Board of Directors next  succeeding  his election and until his successor  shall
have been elected and qualified, or until his death, resignation or removal.



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Section 2. - Resignation:

          Any  officer may resign at any time by giving  written  notice of such
resignation  to the Board of Directors or to the  President or the  Secretary of
the  Corporation.  Unless  otherwise  specified  in such  written  notice,  such
resignation  shall take effect upon receipt thereof by the Board of Directors or
by such officer,  and the acceptance of such resignation  shall not be necessary
to make it effective.

Section 3. - Removal:

          (a) Any officer  specifically  designated in Section 1 of this Article
IV may be removed,  either with or without cause, and a successor elected,  by a
majority  vote of the Board of  Directors,  regularly  convened  at a regular or
special meeting.

          (b)  The  officers  and  agents   appointed  in  accordance  with  the
provisions  of Section  11 of this  Article IV may be  removed,  either  with or
without cause, by a majority vote of the Board of Directors,  regularly convened
at a regular or special  meeting or by any  superior  officer or agent upon whom
such power of removal shall have been conferred by the Board of Directors.

Section 4. - Vacancies:

          (a) A vacancy in any office  specifically  designated  in Section 1 of
this  Article  IV,  by  reasons  of  death,   resignation,   inability  to  act,
disqualification, removal, or any other cause, shall be filled for the unexpired
portion  of the term by a  majority  vote of the  Board of  Directors  regularly
convened at any regular or special meeting.

          (b) In the case of a vacancy  occurring in the office of an officer or
agent  appointed in accordance with the provisions of Section 11 of this Article
IV,  such  vacancy  may be filled by vote of the  Board of  Directors  or by any
officer or agent upon whom such power shall have been  conferred by the Board of
Directors.

Section 5 - President:

          The President shall be the chief executive  officer of the Corporation
and,  subject to the  direction  of the Board of  Directors,  shall have general
charge of the  business,  affairs and  property of the  Corporation  and general
supervision over its officers and agents.  He shall, if present,  preside at all
meetings  of the Board of  Directors  and at all  meetings of  stockholders.  In
general,  he shall perform all duties  incident to the office of President,  and
shall see that all orders and  resolutions of the Board of Directors are carried
into effect.

Section 6 - Vice-Presidents:

          During the absence or disability of the President,  the Vice-President
or, if there be more than one,  the  Vice-



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President  designated  by the Board of Directors  as  Executive  Vice-President,
shall  exercise all the  functions of the President  and, when so acting,  shall
have  all  the  powers  of and be  subject  to all  the  restrictions  upon  the
President.  Each Vice-President shall have such powers and discharge such duties
as may be assigned to him from time to time by the Board of Directors.

Section 7 - Secretary:

          The Secretary shall:

          (a) Record all the proceedings of the meetings of the stockholders and
Board of Directors in a book to be kept for that purpose;

          (b)  Cause  all  notices  to be duly  given  in  accordance  with  the
provisions of these by-laws and as required by statute;

          (c) Be  custodian  of the records and of the seal of the  Corporation,
and cause such seal to be affixed to all certificates  representing stock of the
Corporation  prior to their issuance,  and to all instruments,  the execution of
which  on  behalf  of the  Corporation  under  its seal  shall  have  been  duly
authorized in accordance with these by-laws;

          (d) If called  upon to do so,  prepare  or cause to be  prepared,  and
submit at each meeting of the  stockholders,  a certified  list in  alphabetical
order  of the  names  of the  stockholders  entitled  to vote  at such  meeting,
together  with the  number of shares of the  respective  class of stock  held by
each;

          (e) See that the  books,  reports,  statements,  certificates  and all
other documents and records of the Corporation  required by statute are properly
kept and filed;

          (f) In general, perform all duties incident to the office of Secretary
and such other duties as are given to him by these  by-laws,  or as from time to
time may be assigned to him by the Board of Directors or the President.

Section 8 - Assistant Secretaries:

          Whenever  requested  by  or  in  the  absence  or  disability  of  the
Secretary,  the  Assistant  Secretary  designated  by the  Secretary  (or in the
absence of such designation,  the Assistant Secretary designated by the Board of
Directors)  shall  perform all the duties of the  Secretary,  and when so acting
shall have all the powers of, and be subject to all the  restrictions  upon, the
Secretary.

Section 9 - Treasurer:

          The Treasurer shall:



<PAGE>


          (a) Have charge of and  supervision  over and be  responsible  for the
funds, securities, receipts and disbursements of the Corporation;

          (b) Cause the moneys and other valuable  effects of the Corporation to
be deposited in the name and to the credit of the  Corporation  in such banks or
trust  companies as the Board of Directors may select;  or as may be selected by
any officer or officers or agent or agents  authorized  so to do by the Board of
Directors;

          (c) Cause the funds of the  Corporation  to be  disbursed by checks or
drafts,  with such  signatures  as may be  authorized by the Board of Directors,
upon the authorized  depositaries of the Corporation,  and cause to be taken and
preserved proper vouchers for all moneys disbursed;

          (d)  Render  to the  President  or the  Board  of  Directors  whenever
requested,  a statement of the financial condition of the Corporation and of all
his transactions as Treasurer;  and render a full financial report at the annual
meeting of the stockholders if called upon to do so;

          (e) Keep the books of account of all the business and  transactions of
the Corporation;

          (f) Be  empowered  to  require  from all  officers  or  agents  of the
Corporation  reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation; and

          (g) In general, perform all duties incident to the office of Treasurer
and such  other  duties as are given to him by these  by-laws or as from time to
time may be assigned to him by the Board of Directors or the President.

Section 10 - Assistant Treasurers:

          Whenever  requested  by  or  in  the  absence  or  disability  of  the
Treasurer,  the  Assistant  Treasurer  designated  by the  Treasurer  (or in the
absence of such designation,  the Assistant Treasurer designated by the Board of
Directors)  shall perform all the duties of the  Treasurer,  and when so acting,
shall have all the powers of, and be subject to all the  restrictions  upon, the
Treasurer.

Section 11 - Subordinate Officers and Agents:

          The  Board of  Directors  may from  time to time  appoint  such  other
officers and agents as it may deem  necessary or  advisable,  to hold office for
such  period,  have  such  authority  and  perform  such  duties as the Board of
Directors may from time to time  determine.  The Board of Directors may delegate
to any  officer or agent the power to appoint any such  subordinate  officers or
agents,  and to prescribe  their  respective  terms of office,  authorities  and
duties.



<PAGE>


Section 12 - Salaries:

          The salaries or other compensation of the officers shall be fixed from
time to time by the Board of Directors,  and no officer shall be prevented  from
receiving such salary or any  compensation by reason of the fact that he is also
a director  of the  Corporation.  The Board of  Directors  may  delegate  to any
officer  or  agent  the  power to fix from  time to time the  salaries  or other
compensation  of officers or agents  appointed in accordance with the provisions
of Section 11 of this Article IV.

Section 13 - Sureties and Bonds:

          In case the Board of Directors shall so require,  any officer or agent
of the Corporation  shall execute to the Corporation a bond in such sum and with
such surety or sureties as the Board of Directors may direct,  conditioned  upon
the  faithful   performance  of  his  duties  to  the   Corporation,   including
responsibility for negligence and for the accounting for all property,  funds or
securities of the Corporation which may come into his hands.

                           ARTICLE V - SHARES OF STOCK

Section 1 - Certificates of Stock:

          (a) The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued.  They shall
exhibit the holder's  name and the number of shares,  and shall be signed by (i)
the President or a Vice-President,  and (ii) the Secretary or Treasurer,  or any
Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

          (b) There shall be entered on the stock books of the  Corporation,  at
the time of the issuance of each share,  the number of the  certificate  issued,
the  kind of  certificate  issued,  the name of the  person  owning  the  shares
represented  thereby,  the  number  of such  shares,  and the  date of  issuance
thereof.  Every  certificate  exchanged or returned to the Corporation  shall be
marked "cancelled" with the date of cancellation.

Section 2 - Lost or Destroyed Certificates:

          The holder of any shares of stock of the Corporation shall immediately
notify  the   Corporation  of  any  loss  or  destruction  of  the   certificate
representing  the same. The Corporation may issue a new certificate in the place
of any  certificate  theretofore  issued  by it  alleged  to have  been  lost or
destroyed,  and the  Board of  Directors  may  require  the owner of the lost or
destroyed certificate,  or his legal representatives,  to give the Corporation a
bond in such sum as the Board may  direct,  and with such  surety or sureties as
may be satisfactory to the Board, to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss or destruction of any
such  certificate.  A new certificate  may be issued without  requiring any bond
when, in the judgment of the Board of Directors, it is proper so to do.



<PAGE>


Section 3 - Transfers of Shares:

          (a) Transfers of shares of the capital stock of the Corporation  shall
be made on the  transfer  books  of the  Corporation  by the  holder  of  record
thereof,  in person  or by his duly  authorized  attorney,  upon  surrender  and
cancellation of the certificate or certificates representing such shares.

          (b) The Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in such share or shares on the part of any other person, whether
or not it or they  shall  have  express  or  other  notice  thereof,  except  as
otherwise expressly provided by law.

Section 4 - Closing of Transfer Books:

          The  Board of  Directors  shall  have the  power  to close  the  stock
transfer books of the  Corporation for a period of not more than ten days during
the thirty day period immediately  preceding (1) any stockholder's  meeting,  or
(2) any date upon which  stockholders shall be called upon to or have a right to
take  action  without a  meeting,  or (3) any date  fixed for the  payment  of a
dividend  or any other  form of  distribution,  and only those  stockholders  of
record at the time the stock transfer  books are closed,  shall be recognized as
such for the purpose of (1) receiving  notice of or voting at such  meeting,  or
(2) allowing them to take appropriate  action,  or (3) entitling them to receive
any dividend or other form of distribution.

Section 5 - Agreements:

          Whenever two or more stockholders shall enter into a written agreement
respecting  their  shares of stock in the  Corporation,  and shall  deposit such
agreement with the  Corporation,  the Board of Directors shall have the power to
provide by  resolution  that the shares of capital  stock owned by the signatory
stockholders  shall be  transferable  only in accordance  with the provisions of
such  agreement,  and may direct that a reference to such  agreement be endorsed
upon every certificate of stock affected thereby.

                             ARTICLE VI - DIVIDENDS

          Subject to applicable  law,  dividends may be declared and paid out of
any funds available  therefor,  as often,  in such amounts,  and at such time or
times as the Board of Directors may determine.

                     ARTICLE VII - EXECUTION OF INSTRUMENTS

          All   checks,   drafts,   bills  of   exchange,   acceptances,  bonds,
endorsements,  notes or other  obligations,  or evidences of indebtedness of the
Corporation,  and all deeds, mortgages,  indentures, bills of sale, conveyances,
endorsements,  assignments,  transfers,  stock  powers or other  instruments  of
transfer, contracts,  agreements,  dividend or other orders, powers of attorney,



<PAGE>


proxies, waivers, consents, returns, reports, certificates,  demands, notices or
documents,  and  other  instruments  or  rights of any  nature,  may be  signed,
executed,  verified,  acknowledged and delivered by such persons (whether or not
officers,  agents or  employees of the  Corporation)  and in such manner as from
time to time may be determined by the Board of Directors.

                           ARTICLE VIII - FISCAL YEAR

          The  fiscal  year of the  Corporation  shall be fixed by the  Board of
Directors from time to tome as the needs of the corporate business requires.

                           ARTICLE IX - CORPORATE SEAL

          The corporate  seal shall be circular in form, and shall bear the name
of the Corporation,  the words "Corporate  Seal", and words and figures denoting
its  organization  under  the  laws of this  State,  and the year  thereof,  and
otherwise  shall be in such form as shall be  approved  from time to time by the
Board of Directors.

                             ARTICLE X - AMENDMENTS

Section     - By Stockholders:

          All  by-laws of the  Corporation  shall be subject  to  alteration  or
repeal,  and new by-laws may be made, by the  affirmative  vote of  stockholders
holding of record in the aggregate at lease a majority of the outstanding shares
of stock of the  Corporation  entitled  to vote,  given at any annual or special
meeting,  the notice or waiver of notice of which shall have  summarized  or set
forth in full the proposed amendment.

Section 2. - By Directors:

          The Board of Directors shall have power to make, adopt,  alter,  amend
and repeal from time to time by-laws of the Corporation; provided, however, that
the  stockholders  entitled to vote with  respect  thereto as in this  Article X
above-provided may alter, amend or repeal by-laws made by the Board of Directors
and may from time to time limit or define the right of the Board of Directors to
alter,   amend  or  repeal  any  by-law  or  by-laws  made  or  adopted  by  the
stockholders.

                             ARTICLE XI - INDEMNITY

          Any person made a party to any action,  suit or proceeding,  by reason
of the fact  that he,  his  testator  or  intestate  representative  is or was a
director, officer or employee of the Corporation, or of any corporation in which
he served as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and  necessarily  incurred by him in connection with the defense of such action,
suit or  proceedings,  or in  connection  with any  appeal  therein,  except  in
relation  to matters as to which it shall be adjudged  in such  action,  suit or
proceeding, or



<PAGE>


in connection with any appeal therein that such officer, director or employee is
liable for negligence or misconduct in the performance of his duties.

          The foregoing right of  indemnification  shall not be deemed exclusive
of any other rights to which any officer or director or employee may be entitled
apart from the provisions of this section.

          The amount of  indemnity  to which any officer or any  director may be
entitled shall be fixed by the Board of Directors, except that in any case where
there is no disinterested  majority of the Board available,  the amount shall be
fixed by  arbitration  pursuant  to the  then  existing  rules  of the  American
Arbitration Association.



<PAGE>


                        SUPPLEMENTAL RESOLUTIONS ADOPTED
                                       BY
                             THE BOARD OF DIRECTORS
                                       OF
                                LOGIMETRICS, INC.

                              Dated: July 28, 1997


          RESOLVED,  that  ARTICLE I,  Section 2 of the By-laws of  LogiMetrics,
Inc. (the "Corporation") is hereby amended to read as follows:

          Special  meetings of the stockholders may be called at any time by the
Chairman of the Board or the  President,  and shall be called by the Chairman of
the Board,  the President or the Secretary at the written  request of a majority
of the Board of Directors.


          RESOLVED,  that ARTICLE II, Section 6(d) of the Corporation's  By-laws
is hereby amended to read in its entirety as follows:

          Any  action  required  to be taken at any  annual or special
     meeting of stockholders of the  Corporation,  or any action which
     may  be  taken  at  any  annual  or   special   meeting  if  such
     stockholders,  may be taken  without  a  meeting,  without  prior
     notice and  without a vote,  if a consent or consents in writing,
     setting forth the action so taken, shall be signed by the holders
     of  outstanding  stock having not less than the minimum number of
     votes that would be necessary to authorize or take such action at
     a meeting  at which all  shares  entitled  to vote  thereon  were
     present and voted and shall be  delivered to the  Corporation  by
     delivery to the registered office of the Corporation in the State
     of Delaware,  its principal  place of business,  or an officer or
     agent  of the  Corporation  having  custody  of the book in which
     proceedings  of  meetings  of  stockholders  are  recorded.   Any
     delivery of a consent to the  Corporation's  registered office in
     the  State  of  Delaware  shall  be by  hand or by  certified  or
     registered mail, return receipt requested.

          RESOLVED,  that the first  sentence of ARTICLE III,  Section 13 of the
Corporations' By-laws is hereby amended to read in its entirety as follows:

          The Executive  Committee shall consist of not more than five
     members of the Board of Directors, to be selected by the Board of
     Directors  and to hold office during the pleasure of the Board of
     Directors.

          RESOLVED,  that the first  sentence of ARTICLE IV, Section 1(a) of the
Corporation's By-laws is hereby amended to read in its entirety as follows:



<PAGE>


          The  officers of the  Corporation  shall  consist of a Chairman of the
Board, a President,  one or more Vice Presidents,  a Secretary, a Treasurer, and
such number of Assistant  Secretaries  and Assistant  Treasurers as the Board of
Directors may from time to time deem advisable.

          RESOLVED,  that ARTICLE IV, Section 5 of the Corporation's  By-laws is
hereby amended by deleting  Sections 5 and 6, replacing them with the provisions
set forth below, and renumbering Sections 7 though 13 thereof accordingly:

          Section 5. - Chairman of the Board:

          The Chairman of the Board,  if any,  shall  preside at all meetings of
the  Board of  Directors  and of the  stockholders  at which he or she  shall be
present and shall have and may exercise  such powers as may,  from time to time,
be  assigned  to him or her by the Board or as may be  provided  by law.  Unless
otherwise determined by the Board of Directors,  the Chairman of the Board shall
be the chief executive  officer and shall have general charge and supervision of
the  business  of the  Corporation  and, in  general,  shall  perform all duties
incident to the office of  president of a  corporation  and such other duties as
may,  from time to time,  be assigned to him or her by the Board of Directors or
as may be provided by law.

          Section 6. - President:

          In the  absence of the  Chairman  of the Board,  the  President  shall
preside at all meetings of the Board of  Directors  and of the  stockholders  at
which he or she shall be present.  Unless  otherwise  determined by the Board of
Directors,  the President  shall be the chief  operating  officer and shall have
general charge and  supervision of the business of the  Corporation,  subject to
the supervision of the Chairman of the Board, and, in general, shall perform all
duties as may,  from  time to time,  be  assigned  to him or her by the Board of
Directors or the Chairman of the Board or as may be provided by law.

          Section 7. -- Vice Presidents:

          The  Vice  President  or Vice  Presidents,  at the  request  or in the
absence of the Chairman of the Board or the  President or during the Chairman of
the Board's or  President's  inability to act,  shall  perform the duties of the
chairman of the Board or the President, and when so acting shall have the powers
attributable  thereto.  If there be more than one Vice  President,  the Board of
Directors may determine which one or more of the Vice  Presidents  shall perform
any of such  duties;  or if such  determination  is not made by the  Board,  the
Chairman of the board or the  President may make such  determination;  otherwise
any of the Vice Presidents may perform any of such duties. The Vice President or
Vice Presidents shall have such other powers and shall perform such other duties
as may,  from



<PAGE>


time to time, be assigned to him or her or them by the Board of Directors or the
Chairman of the Board or as may be provided by law.



<PAGE>


                             EXCERPT FROM RESOLUTIONS
                                   ADOPTED BY
                             THE BOARD OF DIRECTORS
                                       OF
                                LOGIMETRICS, INC.
                                       ON
                                  JUNE 27, 2000

         RESOLVED, that effective at the Effective Time, Article I, Section 2 of
the Company's By-laws shall be amended to read as follows:

         "Special meetings of the stockholders may be called at any time by the
         Chairman of the Board or the President, and shall be called by the
         Chairman of the Board, the President or the Secretary at the written
         request of (i) a majority of the Board of Directors or (ii) the holders
         of a majority of the shares of stock entitled to vote at such meeting."