EXHIBIT 3.2


                               AURA SYSTEMS, INC.

                                    BY- LAWS


                               ARTICLE I - OFFICES

         Section 1. The  registered  office of the  corporation  in the State of
Delaware shall be at Corporation Service Co.

         The registered agent in charge thereof shall be Corporation Service Co.

         Section 2. The  corporation  may also have offices at such other places
as the Board of  Directors  may from time to time appoint or the business of the
corporation may require.

                                ARTICLE II - SEAL

         Section 1. The corporate seal shall have inscribed  thereon the name of
the  corporation,  the year of its  organization  and the words "Corporate Seal,
Delaware".

                      ARTICLE III - STOCKHOLDERS' MEETINGS

         Section 1.  Meetings of  stockholders  shall be held at the  registered
office of the  corporation  in this  state or at such  place,  either  within or
without  this  state,  as may be  selected  from  time to time by the  Board  of
Directors.

         Section 2.  Annual  Meetings:  The annual  meeting of the  stockholders
shall be held on the second Tuesday of July in each year if not a legal holiday,
and if a legal holiday,  then on the next secular day following at 10:00 o'clock
A.M.,  when they  shall  elect a Board of  Directors  and  transact  such  other
business as may properly be brought  before the meeting.  If the annual  meeting
for  election of  directors is not held on the date  designated  therefore,  the
directors shall cause the meeting to be held as soon thereafter as convenient.

     Section  3.  Election  of  Directors:  Elections  of the  directors  of the
corporation shall be by written ballot.


          Section 4. Special Meetings:  Special meetings of the stockholders may
be  called  at any  time  by  the  President,  or the  Board  of  Directors,  or
stockholders  entitled  to  cast at  least  one-fifth  of the  votes  which  all
stockholders are entitled to cast at the particular  meeting.  At any time, upon
written request of any person or persons who have duly called a special meeting,
it shall be the duty of the Secretary to fix the date of the meeting, to be held
not more than sixty days after  receipt of the  request,  and to give due notice
thereof. If the Secretary shall neglect or refuse to fix the date of the meeting
and give notice thereof, the person or persons calling the meeting may do so.

          Business  transacted at all special  meetings shall be confined to the
objects stated in the call and matters germane thereto,  unless all stockholders
entitled to vote are present and consent.

          Written notice of a special meeting of  stockholders  stating the time
and place and object  thereof,  shall be given to each  stockholder  entitled to
vote thereat at least sixty days before such meeting, unless a greater period of
notice is required by statute in a particular case.

          Section  5.  Quorum:  A  majority  of the  outstanding  shares  of the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding  shares entitled to vote is represented at a meeting,  a majority of
the shares so  represented  may adjourn the  meeting  from time to time  without
further notice.  At such adjourned meeting at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally noticed.  The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

          Section 6. Proxies:  Each stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

          A duly  executed  proxy shall be  irrevocable  if it states that it is
irrevocable  and if,  and  only as  long  as,  it is  coupled  with an  interest
sufficient  in  law to  support  an  irrevocable  power.  A  proxy  may be  made
irrevocable  regardless  of whether the interest  with which it is coupled is an
interest in the stock itself or an interest in the  corporation  generally.  All
proxies  shall be filed with the  Secretary  of the meeting  before  being voted
upon.

          Section 7. Notice of Meetings:  Whenever  stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.

          Unless otherwise  provided by law, written notice of any meeting shall
be given not less  than ten nor more  than  sixty  days  before  the date of the
meeting to each stockholder entitled to vote at such meeting.

          Section 8.  Consent in Lieu of  Meetings:  Any action  required  to be
taken at any annual or special meeting of stockholders of a corporation,  or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent 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. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall he given to those stockholders who have not consented in writing.

          Section 9. List of  Stockholders:  The  officer  who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder.  No share of stock  upon  which any  installment  is due and unpaid
shall be voted at any meeting.  The list shall be open to the examination of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held,  which place shall be specified
in the notice of the meeting,  or, if not so  specified,  at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof,  and may be inspected by any
stockholder who is present.


                             ARTICLE IV - DIRECTORS

          Section  1. The  business  and  affairs of this  corporation  shall be
managed by its Board of Directors,  five in number.  The  directors  need not be
residents  of this  state or  stockholders  in the  corporation.  They  shall be
elected  by the  stockholders  at the  annual  meeting  of  stockholders  of the
corporation,  and each director  shall be elected for the term of one year,  and
until his  successor  shall be elected  and shall  qualify or until his  earlier
resignation or removal.

          Section 2. Regular  Meetings:  Regular  meetings of the Board shall be
held without notice on the second Tuesday of May, August, November & February at
the  registered  office of the  corporation,  or at such other time and place as
shall be determined by the Board.

          Section 3.  Special  Meetings:  Special  Meetings  of the Board may be
called by the President on 2 days notice to each director,  either personally or
by mail or by telegram;  special  meetings  shall be called by the  President or
Secretary in like manner and on like notice on the written request of a majority
of the directors in office.

     Section  4.  Quorum:  A majority  of the total  number of  directors  shall
constitute a quorum for the transaction of business.

          Section  5.  Consent  in Lieu  of  Meeting:  Any  action  required  or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings  of the Board or  committee.
The Board of  Directors  may hold its  meetings,  and have an office or offices,
outside of this state.

          Section 6. Conference Telephone: One or more directors may participate
in a meeting of the Board,  of a committee of the Board or of the  stockholders,
by means of conference telephone or similar communications equipment by means of
which  all   persons   participating   in  the  meeting  can  hear  each  other;
participation  in this  manner  shall  constitute  presence  in  person  at such
meeting.

          Section 7.  Compensation:  Directors  as such,  shall not  receive any
stated salary for their  services,  but by resolution of the Board,  a fixed sum
and  expenses  of  attendance,  if any,  may be allowed for  attendance  at each
regular or special meeting of the Board PROVIDED,  that nothing herein contained
shall be construed to preclude any director from serving the  corporation in any
other capacity and receiving compensation therefore.

          Section 8. Removal:  Any director or the entire Board of Directors may
be removed,  with or without  cause,  by the holders of a majority of the shares
then entitled to vote at an election of directors,  except that when  cumulative
voting is permitted, if less than the entire Board is to be removed, no director
may be removed  without  cause if the votes cast  against his  removal  would be
sufficient to elect him if then cumulatively  voted at an election of the entire
Board of Directors,  or, if there be classes of directors, at an election of the
class of directors of which he is a part.


                              ARTICLE V - OFFICERS

          Section 1. The executive  officers of the corporation  shall be chosen
by the directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Chairman, one or more Vice Presidents and such other
officers  as it shall deem  necessary.  Any number of offices may be held by the
same person.

     Section 2. Salaries: Salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

          Section 3. Term of Office:  The officers of the corporation shall hold
office for one year and until their  successors  are chosen and have  qualified.
Any  officer or agent  elected or  appointed  by the Board may be removed by the
Board of Directors whenever in its judgment the best interest of the corporation
will be served thereby.

          Section  4.  President:  The  President  shall be the chief  executive
officer of the corporation; he shall preside at all meetings of the stockholders
and  directors;  he shall have general and active  management of the business of
the  corporation,  shall see that all  orders and  resolutions  of the Board are
carried into effect, subject, however, to the right of the directors to delegate
any specific powers,  except such as may be by statute exclusively  conferred on
the  President,  to any other officer or officers of the  corporation.  He shall
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the  corporation.  He shall be EX-OFFICIO a member of all committees,  and shall
have the general power and duties of supervision  and management  usually vested
in the office of President of a corporation.

          Section 5.  Secretary:  The Secretary shall attend all sessions of the
Board and all meetings of the stockholders and act as clerk thereof,  and record
all the votes of the  corporation  and the minutes of all its  transactions in a
book to be kept  for  that  purpose,  and  shall  perform  like  duties  for all
committees of the Board of Directors when  required.  He shall give, or cause to
be  given,  notice  of all  meetings  of the  stockholders  and of the  Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or  President,  and under whose  supervision  he shall be. He shall
keep in safe custody the corporate seal of the corporation,  and when authorized
by the Board, affix the same to any instrument requiring it.

          Section  6.  Treasurer:  The  Treasurer  shall  have  custody  of  the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts and disbursements in books belonging to the corporation, and shall keep
the  moneys  of the  corporation  in a  separate  account  to the  credit of the
corporation. He shall disburse the funds of the corporation as may be ordered by
the Board,  taking proper vouchers for such  disbursements,  and shall render to
the President and directors,  at the regular  meetings of the Board, or whenever
they may require it, an account of all his  transactions as Treasurer and of the
financial condition of the corporation.


                             ARTICLE VI - VACANCIES

          Section 1. Any vacancy  occurring in any office of the  corporation by
death,  resignation,  removal  or  otherwise,  shall be  filled  by the Board of
Directors. Vacancies and newly created directorships resulting from any increase
in the  authorized  number  of  directors  may be filled  by a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  If at any time, by reason of death or resignation or other cause, the
corporation  should  have no  directors  in  office,  then  any  officer  or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary  entrusted with like  responsibility for the person or estate
of a stockholder,  may call a special meeting of stockholders in accordance with
the provisions of these By-Laws.

          Section 2.  Resignations  Effective at Future  Date:  When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office,  including those who have so resigned,  shall have
power to fill such  vacancy or  vacancies,  the vote thereon to take effect when
such resignation or resignations shall become effective.


                         ARTICLE VII - CORPORATE RECORDS

          Section 1. Any  stockholder  of record,  in person or by  attorney  or
other agent,  shall, upon written demand under oath stating the purpose thereof,
have the right  during the usual  hours for  business  to inspect for any proper
purpose the  corporation's  stock ledger,  a list of its  stockholders,  and its
other books and  records,  and to make copies or  extracts  therefrom.  A proper
purpose shall mean a purpose  reasonably  related to such person's interest as a
stockholder.  In every  instance  where an  attorney or other agent shall be the
person  who  seeks the right to  inspection,  the  demand  under  oath  shall be
accompanied  by a power of attorney or such other writing which  authorizes  the
attorney or other agent to so act on behalf of the stockholder. The demand under
oath shall be directed to the corporation at its registered office in this state
or at its principal place of business.


               ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

          Section 1. The stock certificates of the corporation shall be numbered
and registered in the share ledger and transfer books of the corporation as they
are  issued.  They  shall  bear the  corporate  seal and  shall be signed by the
corporate secretary.


<PAGE>



          Section 2.  Transfers:  Transfers of shares shall be made on the books
of the corporation upon surrender of the certificates therefore, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer shall be made which is inconsistent with law.

          Section  3.  Lost  Certificate:   The  corporation  may  issue  a  new
certificate of stock in the place of any certificate  theretofore  signed by it,
alleged to have been lost, stolen or destroyed,  and the corporation may require
the  owner  of  the  lost,  stolen  or  destroyed  certificate,   or  his  legal
representative to give the corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged  loss,  theft or
destruction of any such certificate or the issuance of such new certificate.

          Section 4. Record Date:  In order that the  corporation  may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such meeting, nor more than sixty days prior to any other action.

          If no record date is fixed:

                   (a) The record date for determining  stockholders entitled to
          notice  of or to vote at a  meeting  of  stockholders  shall be at the
          close of business on the day next preceding the day on which notice is
          given,  or, if notice is waived,  at the close of  business on the day
          next preceding the day on which the meeting is held.

                   (b) The record date for determining  stockholders entitled to
          express consent to corporate action in writing without a meeting, when
          no prior action by the Board of Directors is  necessary,  shall be the
          day on which the first written consent is expressed.

                   (c) The  record  date for  determining  stockholders  for any
          other  purpose  shall be at the close of  business on the day on which
          the Board of Directors adopts the resolution relating thereto.

                   (d) A  determination  of  stockholders  of record entitled to
          notice of or to vote at a meeting of  stockholders  shall apply to any
          adjournment  of the  meeting;  provided,  however,  that the  Board of
          Directors may fix a new record date for the adjourned meeting.

          Section 5.  Dividends:  The Board of  Directors  may  declare  and pay
dividends upon the outstanding shares of the corporation,  from time to time and
to such  extent as they deem  advisable,  in the  manner  and upon the terms and
conditions provided by statute and the Certificate of Incorporation.

          Section 6. Reserves:  Before payment of any dividend there may be set.
aside  out of the  net  profits  of the  corporation  such  sum or  sums  as the
directors,  from time to time, in their absolute  discretion,  think proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interests  of the
corporation,  and the  directors  may abolish any such  reserve in the manner in
which it was created.

                      ARTICLE IX - MISCELLANEOUS PROVISIONS

     Section  1.  Checks:  All  checks  or  demands  for  money and notes of the
corporation  shall  be  signed  by such  officer  or  officers  as the  Board of
Directors may from time to time designate.

     Section 2. Fiscal Year: The fiscal year shall begin on the first day of

          Section 3. Notice:  Whenever written notice is required to be given to
any person,  it may be given to such person,  either  personally or by sending a
copy thereof through the mail, or by telegram,  charges prepaid,  to his address
appearing on the books of the corporation, or supplied by him to the corporation
for the  purpose of notice.  If the notice is sent by mail or by  telegraph,  it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph  office for  transmission  to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a  special  meeting  of  stockholders,  the  general  nature  of the
business to be transacted.

          Section 4. Waiver of Notice:  Whenever any written  notice is required
by statute,  or by the  Certificate or the By-Laws of this  corporation a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the  giving  of  such  notice.  Except  in the  case  of a  special  meeting  of
stockholders  neither the  business to be  transacted  at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance of
a person either in person or by proxy, at any meeting shall  constitute a waiver
of notice  of such  meeting,  except  where a person  attends a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting was not lawfully called or convened.

          Section 5. Disallowed Compensation: Any payments made to an officer or
employee of the  corporation  such as a salary,  cornmission,  bonus,  interest,
rent, travel or entertainment expense incurred by him, which shall be disallowed
in whole or in part as a  deductible  expense by the Internal  Revenue  Service,
shall be reimbursed by such officer or employee to the  corporation  to the full
extent of such disallowance.  It shall be the duty of the directors, as a Board,
to enforce  payment of each such  amount  disallowed.  In lieu of payment by the
officer  or  employee,   subject  to  the   determination   of  the   directors,
proportionate  amounts may be  withheld  from his future  compensation  payments
until the amount owed to the corporation has been recovered.

          Section 6.  Resignations:  Any director or other officer may resign at
anytime,  such resignation to be in writing, and to take effect from the time of
its receipt by the corporation, unless some time be fixed in the resignation and
then from that date.  The  acceptance of a resignation  shall not be required to
make it effective.


                           ARTICLE X - ANNUAL STATMENT

          Section 1. The President and Board of Directors  shall present at each
annual meeting a full and complete  statement of the business and affairs of the
corporation  for the  preceding  year.  Such  statement  shall be  prepared  and
presented in whatever  manner the Board of Directors  shall deem  advisable  and
need not be verified by a certified public accountant.


                             ARTICLE XI - AMENDMENTS

          Section 1. These  By-Laws  may be amended or  repealed  by the vote of
stockholders  entitled  to cast at  least a  majority  of the  votes  which  all
stockholders are entitled to cast thereon,  at any regular or special meeting of
the  stockholders,  duly  convened  after  notice  to the  stockholders  of that
purpose.


<PAGE>


                             SECRETARY'S CERTIFICATE
                                       OF
                               AURA SYSTEMS, INC.,
                             a Delaware corporation

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of Aura Systems, Inc., a
   Delaware corporation; and

2. That the Board of Directors of Aura Systems, Inc. convened a meeting duly
   held on July 9, 1997, and a quorum was present at such meeting; and

3. That the resolution attached hereto is a true, complete and correct copy
   of the  resolution  duly adopted by unanimous vote of the Board of Directors,
   and that such resolution has not been modified, and remains in full force
   and effect as of this date.

IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name this 9th day of July,
1997.

                                           /s/
                                          Michael I. Froch


     AMENDMENT OF BYLAWS IN ORDER TO CONDUCT ORDERLY STOCKHOLDER MEETINGS.

WHEREAS, the Corporation's annual meeting of stockholders held in 1997 became
disorderly;

WHEREAS, the Board of Directors believes that it is in the best interest of the
stockholders of the Corporation to conduct an orderly meeting of its
stockholders; and

WHEREAS, in order to conduct orderly stockholder meetings, the Board of
Directors now wishes to amend the Corporation's Bylaws;

NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of the Corporation be
amended by inserting the following Sections at the end of Article III:

Section 10. Advance Notice of Stockholder Nominees and Resolutions. No
nominations  for director of the  corporation by any person other than the board
of directors shall be presented to any meeting of stockholders unless the person
making the nomination is a record stockholder and shall have delivered a written
notice to the secretary of the  corporation  no later than the close of business
60 days in advance of the stockholder meeting or 10 days after the date on which
notice of the meeting is first given to the  stockholders,  whichever  is later.
Such  notice  shall (i) set forth the name and  address of the person  advancing
such nomination and the nominee,  together with such information  concerning the
person  making  the  nomination  and the  nominee  as would be  required  by the
appropriate  Rules and Regulations of the Securities and Exchange  Commission to
be included in a proxy  statement  soliciting  proxies for the  election of such
nominee,  and (ii)  shall  include  the duly  executed  written  consent of such
nominee to serve as director if elected.

         No proposal by any person  other than the board of  directors  shall be
submitted for the approval of the stockholders at any regular or special meeting
of the stockholders of the corporation unless the person advancing such proposal
shall have  delivered a written  notice to the secretary of the  corporation  no
later than the close of business 60 days in advance of the  stockholder  meeting
or 10 days after the date on which  notice of the  meeting is first given to the
stockholders,  whichever  is  later.  Such  notice  shall set forth the name and
address of the person  advancing  the  proposal,  any material  interest of such
person in the proposal,  and such other information concerning the person making
such  proposal and the proposal  itself as would be required by the  appropriate
Rules and  Regulations of the Securities and Exchange  Commission to be included
in a proxy statement soliciting proxies for the proposal.

Section 11. Conduct of Business. The Chairman of the Board of Directors
shall preside at all meetings of stockholders,  or at the Chairman's option, the
Chairman of the Board of Directors  may delegate the authority to preside at any
meeting  of  stockholders  to any other  director  or  executive  officer of the
corporation.  The Chairman of the Board or the person authorized by the Chairman
of the Board to preside at any stockholder  meeting shall determine the order of
business and the procedure at the meeting,  including,  without  limitation  the
regulation of the manner of voting,  the conduct of business,  and the rules for
admission to stockholder meetings.


<PAGE>


                             SECRETARY'S CERTIFICATE
                                       OF
                               AURA SYSTEMS, INC.,
                             a Delaware corporation

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of Aura Systems, Inc., a
   Delaware corporation; and

2. That the Board of Directors of Aura Systems, Inc. convened a meeting duly
   held on September 17, 1997, and a quorum was present at such meeting; and

3. That the resolution attached hereto is a true, complete and correct copy of
   the  resolution  duly adopted by unanimous vote of the Board of Directors,
   and that such resolution has not been modified, and remains in full force
   and effect as of this date.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 17th day of
September, 1997.

                                              /s/
                                             Michael I. Froch



                  AMENDMENT OF BY-LAWS TO INCREASE BOARD SIZE


         RESOLVED,  that the first  sentence  of Article  IV,  Section 1, of the
By-Laws of the Corporation be amended to read as follows:

         "The business and affairs of this  Corporation  shall be managed by its
Board of Directors, eleven (11) in number."


<PAGE>


                            SECRETARY'S CERTIFICATE
                                       OF
                               AURA SYSTEMS, INC.,
                             a Delaware corporation

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of Aura Systems, Inc., a
   Delaware corporation; and

2. That the Board of Directors of Aura Systems, Inc. convened a meeting duly
   held on June 25, 1998, and a quorum was present at such meeting; and

3. That the resolution attached hereto is a true, complete and correct copy
   of the  resolution  duly adopted by unanimous vote of the Board of Directors,
   and that such resolution has not been modified, and remains in full force
   and effect as of this date.

IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name this 25th day of June
1998.

                                                  /s/
                                                 Michael I. Froch



                              AMENDMENT OF BYLAWS.

         RESOLVED,  that Article IV of the Bylaws of the  Corporation  hereby is
amended by adding thereto the following new Section 9:

                    "Section  9.  Committees.  (a) The  Board of  Directors  may
designate  one or  more  committees,  each  to  consist  of one or  more  of the
directors. The Board of Directors may designate one or more directors as members
of  any  committee  and  one or  more  directors  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member to any meeting of
the committee.  In the absence or  disqualification  of a member of a committee,
the member or members  present at any meeting  and not  qualified  from  voting,
whether  or not such  member or members  constitute  a quorum,  may  unanimously
appoint  another  member of the Board of  Directors to act at the meeting in the
place of any such absent or  disqualified  member.  The Board of  Directors  may
remove any  director  from  membership  on any  committee  at any time,  with or
without  cause.  The Board of  Directors  may fill any vacancy  occurring on any
committee  by reason  of death,  resignation,  disqualification,  retirement  or
removal.

         "(b) Any such  committee,  to the extent  provided in the resolution of
the Board of Directors  shall have and may exercise all the powers and authority
of the  Board  of  Directors  in the  management  and  business  affairs  of the
corporation,  and may authorize the seal of the corporation to be affixed to all
papers  which may  require  it;  but no such  committee  shall have the power or
authority in reference to the following matters:  (i) approving or adopting,  or
recommending to the  stockholders,  any action or matter  expressly  required by
this  chapter to be  submitted to  stockholders  for approval or (ii)  adopting,
amending or repealing any bylaw of the corporation.

         "(c) Each  committee  shall (i) fix its own rules of  procedure  (which
shall not be  inconsistent  with these Bylaws) and (ii) keep regular  minutes of
its  proceedings  (which  shall be inserted in the  corporate  minute  book) and
report the same to the Board of Directors at each meeting thereof.

         "(d) The corporation  hereby elects to be governed by subsection (2) of
section 14 1(c) of the General Corporation Law of the State of Delaware."


<PAGE>

                             SECRETARY'S CERTIFICATE
                                       OF
                               AURA SYSTEMS, INC.
                             a Delaware corporation

I the undersigned, do hereby certify:

1. That I am the duly elected Secretary of Aura Systems, Inc., a Delaware
   corporation; and

2. That the Board of Directors of Aura Systems, Inc. convened a meeting duly
   held on January 23, 2001, and a quorum was present at such meeting; and

3. That the Resolution attached hereto is a true, complete and correct copy
   of the resolution duly adopted by majority vote of the disinterested members
   of the Board of Directors, and that such resolution has not been modified,
   and remains in full force and effect as of this date.

IN WITNESS  WHEREOF,  I have hereunto  subscribed my name this 23rd day January,
2001.

                                                 /s/
                                                MICHAEL I FROCH



          AMENDMENT OF BY-LAWS ESTABLISHING THE OFFICE OF VICE CHAIRMAN

WHEREAS,  the Board of Directors believes that it is in the best interest of the
Corporation  to establish the office of Vice Chairman of the Board of Directors;
and

WHEREAS, pursuant thereto, the Board of Directors now wishes to amend the
Corporation's By-Laws;

NOW, THEREFORE,  BE IT RESOLVED,  that the By-Laws of the Corporation be amended
by inserting the following Sections to Article 5:

         Section 1. The executive officers of the corporation shall be chosen by
the directors and shall be a President,  Secretary and  Treasurer.  The Board of
Directors may also choose a Chairman, Vice Chairman, one or more Vice Presidents
and such other officers at it shall deem necessary. Any number of offices may be
held by the same person.

         Section 6. Vice  Chairman:  The Vice Chairman of the Board of Directors
shall be a  non-employee,  independent  director of the Board of  Directors.  He
shall have the duty of  presiding at all meetings in the absence of the Chairman
of the Board.  He shall have such other duties as may be prescribed from time to
time by unanimous written consent of the Board of Directors.

END OF AMENDMENT                                               JANUARY 23, 2001