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                                                                     EXHIBIT 3.3


                              AMENDMENT NUMBER 1

                                      TO

                                   BYLAWS OF

                               MEMRY CORPORATION

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     Pursuant to Article XI of the Bylaws of Memry Corporation, a Delaware
corporation (the "Corporation"), and in accordance with resolutions duly adopted
by the board of directors of the Corporation, the Bylaws of the Corporation (the
"Bylaws") are hereby amended as follows:


     1.   Amendment to Section 1.2.  Section 1.2 of the Bylaws is hereby amended
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to read in its entirety as follows:

          "Section 1.2 SPECIAL MEETINGS.

               Special meetings of stockholders for any purpose or purposes may
          be held at any time upon call of the Chief Executive Officer or a
          majority of the Board of Directors, at such time and place either
          within or without the State of Delaware as may be stated in the
          notice."


     2.   Addition of Section 1.8.  A new Section 1.8 of the Bylaws, which reads
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in its entirety as follows, is hereby added.

     "Section 1.8.  ADVANCE NOTICE OF STOCKHOLDERS' PROPOSALS

               At any annual or special meeting of stockholders, proposals by
          stockholders shall be considered only if advance notice thereof has
          been timely given as provided herein.  Notice of any proposal to be
          presented by any stockholder at any meeting of stockholders shall be
          given to the Secretary of the Corporation not less than 60 nor more
          than 90 days prior to the date of the meeting; provided, however, that
          if the date of the meeting is first publicly announced or disclosed
          less than 70 days prior to the date of the meeting,
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          such notice shall be given not more than ten days after such date is
          first so announced or disclosed.  No additional public announcement or
          disclosure of the date of any annual meeting of stockholders need be
          made if the Corporation shall have previously disclosed, in these by-
          laws or otherwise, that the annual meeting in each year is to be held
          on a determinable date, unless and until the Board determines to hold
          the meeting on a different date.  Any stockholder who gives notice of
          any such proposal shall deliver therewith the text of the proposal to
          be presented and a brief written statement of the reasons why such
          stockholder favors the proposal and setting forth such stockholder's
          name and address, the class and number of all shares of each class of
          stock of the corporation beneficially owned by such stockholder and
          any material interest of such stockholder in the proposal (other than
          as a stockholder).  The Chairman of the meeting shall, if the facts
          warrant, determine and declare whether such notice has not been duly
          given and if he should so determine he shall so declare to the meeting
          and direct that the proposal not be considered."

     3.   Addition of Section 1.9.  A new Section 1.9 of the Bylaws, which reads
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in its entirety as follows, is hereby added.

     "Section 1.9.  ADVANCE NOTICE OF STOCKHOLDER'S NOMINEES

               Only persons who are nominated in accordance with the procedures
          set forth in this Section 1.9 shall be eligible for election as
          directors.  Nominations of persons for election to the Board of
          Directors of the Corporation may be made at a meeting of stockholders
          by or at the direction of the Board of Directors or by any stockholder
          of the Corporation entitled to vote for the election of Directors at
          the meeting who complies with the notice procedures set forth in this
          Section 1.9.  Such nominations, other than those made by or at the
          direction of the Board of Directors, shall be made pursuant to timely
          notice in writing to the Secretary of the Corporation.  To be timely,
          a stockholder's notice shall be delivered to or mailed and received at
          the principal executive offices of the Corporation not less than 60
          days nor more than 90 days prior to the meeting; provided, however,
          that in the event that less than 70 days notice or prior public
          disclosure of the date of the meeting is given or made to
          stockholders, notice by the stockholder to be timely must be so
          received not later than the close a business on the tenth day
          following the day on which such notice of the date of the meeting was
          mailed or such public disclosure was made.  Such stockholder's notice
          shall set forth (a)

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          as to each person who the stockholder proposes to nominate for
          election or reelection as a director, (i) the name, age, business
          address and residence address of such person, (ii) the principal
          occupation or employment of such person, (iii) the class and number of
          shares of the Corporation which are beneficially owned by such person,
          and (iv) any other information relating to such person that is
          required to be disclosed in solicitations of proxies for election of
          directors, or is otherwise required, in each case pursuant to
          Regulation 14A under the Securities Exchange Act of 1934, as amended
          (including without limitation such person's written consent to being
          named in the proxy statement as a nominee and to serving as a director
          if elected); and (b) as to the stockholder giving the notice (i) the
          name and address, as they appear in the Corporation's books, of such
          stockholder and (ii) the class and number of shares of the Corporation
          which are beneficially owned by such stockholder.  At the request of
          the Board of Directors any person nominated by the Board of Directors
          for election as a director shall furnish to the Secretary of the
          Corporation that information required to be set forth in the
          stockholder's notice of nomination which pertains to the nominee.  No
          person shall be eligible for election as a director of the Corporation
          unless nominated in accordance with the procedure set forth in this
          Section 1.9.  The Chairman of the meeting shall, if the facts warrant,
          determine and declare to the meeting the nomination was not made in
          accordance with procedures described by the By-Laws, and if he should
          so determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded."

     4.   Bylaws Remain in Force.  Except as expressly set forth above, the
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Bylaws remain unmodified and in full force and effect.

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