EXHIBIT 3.3
                            CERTIFICATE OF AMENDMENT
                                       OF
                                   THE BYLAWS
                                       OF
                               CYLINK CORPORATION
                            a California corporation


         The undersigned, Robert Fougner hereby certifies that:

         1. He is the duly elected and acting Secretary of Cylink Corporation, a
California corporation (the "Corporation").

         2. Effective December 13, 1995 , Section 2.9(d) was added to the Bylaws
of the Corporation to read in its entirety as follows:

         "Section 2.9. Voting.

                   . . . .

                  (d)  Notwithstanding  any term of this Section 2.9, during any
         period in which (i) the corporation is a listed corporation, as "listed
         corporation"  is  defined  in  California   Corporations  Code  Section
         301.5(d),   and  (ii)  its  Articles  of  Incorporation   provide  that
         shareholders  of the  corporation  are not  entitled to cumulate  their
         votes in elections of  directors,  this Section 2.9 shall not be deemed
         to allow shareholders of the corporation to cumulate their votes in the
         elections of  directors,  and further  Section  2.9(c) hereof shall not
         apply with respect to voting in the election of directors."

         3. Effective December 13, 1995,  Article XIII,  Transfer of Shares, has
been repealed and deleted in its entirety from the Bylaws of the Corporation.

         IN WITNESS  WHEREOF,  the undersigned has set his hand hereto this 26th
day of March, 1997.

                                           /s/ Robert B. Fougner
                                           -------------------------------------
                                           Robert B. Fougner
                                           Secretary


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                                   THE BYLAWS
                                       OF
                               CYLINK CORPORATION
                            a California Corporation


         The undersigned, Robert B. Fougner, hereby certifies:

         1.  That  he is  the  duly  elected  and  acting  Secretary  of  Cylink
Corporation, a California corporation (the "Corporation").

         2. That effective  October 26, 1995,  Section 3.2 of the  Corporation's
Bylaws was amended to read as follows:

                  "The number of directors of the corporation  shall be not less
                  than  seven  (7) nor more  than  nine  (9)  until  changed  by
                  amendment  of the  Articles  of  Incorporation  or by a  Bylaw
                  amending  this Section 3.2 duly adopted by the vote or written
                  consent of holders of a majority  of the  outstanding  shares,
                  provided  that if the minimum  number of directors is five (5)
                  or  more,  any  proposal  to  reduce  the  minimum  number  of
                  directors  to a number less then five (5) cannot be adopted if
                  the votes cast  against  its  adoption  at a  meeting,  or the
                  shares  not  consenting  in the  case  of  action  by  written
                  consent, are equal to more than sixteen and two-thirds percent
                  (16 2/3%) of the  outstanding  shares  entitled  to vote.  The
                  exact  number of  directors  shall be fixed from time to time,
                  within the limits  specified in the Articles of  Incorporation
                  in this Section 3.2, by a resolution  duly adopted by the vote
                  of a majority of the shares entitled to vote  represented at a
                  duly  held  meeting  at which a quorum is  present,  or by the
                  written   consent  of  the   holders  of  a  majority  of  the
                  outstanding  shares  entitled  to  vote,  or by the  Board  of
                  Directors.

         IN WITNESS  WHEREOF,  the undersigned has set his hand hereto this 26th
day of March, 1997.


                                         /s/ Robert B. Fougner
                                         ---------------------------------------
                                         Robert B. Fougner
                                         Secretary