EXHIBIT NO. 3.2


                     GERBER SCIENTIFIC, INC.

                            BY-LAWS
                                
      (with amendment approved by shareholders on 9/12/97)


ARTICLE I.  MEETINGS OF SHAREHOLDERS

     Section 1.  Place of Meetings.  Shareholders' meetings shall
be  held  at the principal office or place of business of  Gerber
Scientific,  Inc. in the State of Connecticut, or at  such  other
place  either  within  or  outside of  Connecticut  as  shall  be
designated in the notice of the meeting.

       Section  2.   Annual  Meeting.   The  Annual  Meeting   of
Shareholders of this Corporation shall be held on a day in  July,
August,  or  September  of each year which  the  President  shall
designate,   at  which  meeting  the  Shareholders  shall   elect
Directors by ballot and shall transact such other business as may
properly come before the meeting.

      Section  3.   Special Meetings.  Special  Meetings  of  the
Shareholders may be called at any time by the Board of  Directors
or  the  President  and  shall be called by  the  President  upon
written request of one or more Shareholders holding at least one-
tenth (1/10) of the issued and outstanding shares of stock of the
Corporation.   At  such meetings, the Shareholders  may  transact
such business as may properly come before them.

      Section  4.   Notice of Meetings.  Notice of the  time  and
place  of  each meeting of Shareholders and the purpose  thereof,
shall be mailed, postage prepaid, not less than ten (10) days nor
more than fifty (50) days before such meeting to each Shareholder
of  record at his address, as the same shall appear on the  books
of  the  Corporation.   No  such notice  need  be  given  to  any
Shareholder who attends such meeting in person or who waives such
notice in a writing executed and filed with the Secretary of  the
Corporation either before or after the meeting.

     Section 5.  Quorum.  The holders of a majority of the issued
and  outstanding shares entitled to vote present in person or  by
proxy  at  any meeting of Shareholders shall constitute a  quorum
for such meeting.

     Section 6.  Number of Votes for Each Shareholder.  Except as
otherwise  provided  in  the Certificate of  Incorporation,  each
Shareholder shall be entitled to one vote for each share of  such
stock  standing  in  his  or  her  name  on  the  books  of   the
Corporation.  Except as otherwise provided in the Certificate  of
Incorporation, the affirmative vote of the holders of a  majority
of  the issued and outstanding shares represented at such meeting
in person or by proxy shall be the act of the Shareholders.

      Section 7.  Record Date.  The Board of Directors may fix  a
day  and hour, not exceeding seventy (70) days and not less  than
ten  (10)  days  immediately preceding the  date  fixed  for  the
payment of any dividend or for any meeting of the Shareholders as
the record time for the determination of Shareholders entitled to
receive such dividend or as the time as of which Shareholders  be
determined, as the case may be, and only Shareholders  of  record
at  the  time so fixed shall be entitled to receive such dividend
or to notice of and to vote at such meeting.


ARTICLE II.  STOCK

      Section  1.  Certificate of Stock.  Certificates  of  stock
shall be in a form adopted by the Board of Directors and shall be
signed by the President or a Vice President and by the Secretary,
an  Assistant Secretary or the Treasurer and shall be attested by
the  Corporate  Seal.   All certificates shall  be  consecutively
numbered,   and  the  name  of  the  person  owning  the   shares
represented thereby and the number of such shares and the date of
issue   shall  be  entered  on  the  Corporation's  books.    Any
certificate  of stock transferred by endorsement thereon  may  be
surrendered  or  canceled and, in such event, a  new  certificate
shall be issued to the purchaser or assignee.

     Section 2.  Transfer of Stock.  Regular transfer books shall
be  kept  by  the  Secretary or some other person  authorized  by
resolution of the Board of Directors.  Shares of stock  shall  be
transferred  only on the books of the Corporation by  the  holder
thereof  in  person  or by his attorney, upon  surrender  of  the
certificate of stock properly endorsed.


ARTICLE III.  DIRECTORS

      Section 1.  Number, Term of Office and Classification.  The
business and affairs of the Corporation shall be managed  by  the
Board  of  Directors.   The  number of  directors  (exclusive  of
directors,  if any, elected by the holders of one or more  series
of  Preferred Stock, which may at any time be outstanding, voting
separately  as  a  class  pursuant  to  the  provisions  of   the
Certificate  of Incorporation applicable thereto)  shall  not  be
fewer  than three (3) nor more than eleven (11), the exact number
of  directors  to be determined from time to time  by  resolution
adopted by affirmative vote of a majority of the entire Board  of
Directors,  or, in the absence thereof, shall be  the  number  of
directors  in office immediately after the election of  directors
at  the  preceding annual meeting of Shareholders.  The directors
(exclusive of directors, if any, elected by the holders of one or
more  series  of Preferred Stock voting separately  as  a  class)
shall  be  divided  into three classes, as  provided  in  Article
EIGHTH  of  the  Certificate of Incorporation, and  the  term  of
office of each director shall be as provided therein.

      Section 2.  Vacancy.  Subject to the rights of the  holders
of any series of Preferred Stock then outstanding with respect to
directors  elected  by the holders of such Preferred  Stock,  any
directorship to be filled by reason of an increase in the  number
of  directorships  shall  be filled by  the  concurring  vote  of
directors  holding a majority of the directorships  in  existence
prior  to  such increase in the number of directorships  and  any
other vacancy on the Board of Directors, however caused, shall be
filled  for  the  unexpired  term by the  concurring  vote  of  a
majority  of the directors then in office, although less  than  a
quorum, or by a sole remaining director.  Any director so elected
to  fill  a vacancy shall hold office until the next election  of
the  class  for which such director shall have been  chosen,  and
until his or her successor shall have been elected and qualified.
No  decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

      Section  3.   Resignation and Removal.   Any  director  may
resign his or her office at any time, such resignation to  be  in
writing  and to take effect from the time of its receipt  by  the
Corporation  or at such other time as shall be fixed therein  and
acceptance  thereof shall not be required to make  it  effective.
Subject  to the rights of the holders of any series of  Preferred
Stock  then outstanding with respect to directors elected by  the
holders  of  such  Preferred Stock, one or more  or  all  of  the
directors  of the Corporation may be removed only for  cause  and
only  by  the  affirmative vote of (i) the holders  of  at  least
eighty  percent (80%) of the outstanding shares of capital  stock
of  the  Corporation  entitled to vote in the  election  of  such
directors   or   (ii)  directors  holding  a  majority   of   the
directorships.

      Section  4.   Nomination.  No person shall be eligible  for
election  as  a  director at any annual  or  special  meeting  of
Shareholders  unless such person was nominated by action  of  the
Board  of  Directors  or by any Shareholder  of  the  Corporation
entitled to vote for the election of directors at the meeting who
complies  with the following notice procedures.  Such Shareholder
nominations shall be made pursuant to timely notice in writing to
the  Secretary of the Corporation.  To be timely, a Shareholder's
notice  must be received by the Secretary of the Corporation  not
less  than  sixty  days nor more than ninety days  prior  to  the
meeting;  provided,  however, that in the event  that  less  than
seventy  days' notice or prior public disclosure of the  date  of
the
meeting  is  given  or  made  to  Shareholders,  notice  by   the
Shareholder to be timely must be received by the Secretary of the
Corporation not later than the close of 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
Shareholder's notice shall set forth (a) as to each  person  whom
the  Shareholder proposes to nominate for election or re-election
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  capital stock 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 Shareholder giving the notice (i) the name and
address,  as  they  appear on the Corporation's  books,  of  such
Shareholder and, (ii) the class and number of shares  of  capital
stock  of  the Corporation which are beneficially owned  by  such
Shareholder.  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 a Shareholder's notice of
nomination  which pertains to the nominee. The  Chairman  of  the
meeting shall, if the facts warrant, determine and declare to the
meeting  that  a nomination was not made in accordance  with  the
procedures  herein  prescribed and, if  the  Chairman  should  so
determine, the Chairman shall so declare to the meeting  and  the
defective nomination shall be disregarded.

       Section  5.   Election  by  Holders  of  Preferred  Stock.
Notwithstanding the foregoing, whenever the holders of any one or
more  classes  or  series  of  Preferred  Stock  issued  by   the
Corporation shall have the right, voting separately by  class  or
series,  to  elect directors at an annual or special  meeting  of
Shareholders, the election, term of office, filling of  vacancies
and other features of such directorships shall be governed by the
terms  of the Certificate of Incorporation and the resolution  or
resolutions applicable thereto adopted by the Board of  Directors
pursuant  to Article FOURTH thereof.  Directors so elected  shall
not  be  divided into classes unless expressly provided  by  such
terms,  and,  during  the  prescribed terms  of  office  of  such
directors, the Board of Directors shall consist of such directors
in  addition to the number of directors determined as provided in
Section 1 of this Article III.

      Section  6.  Meetings.  Meetings of the Board of  Directors
shall  be  held upon call of the President or at such  times  and
places  as  the  Board of Directors shall by resolution  appoint.
Any
two Directors may also call meetings of the Board of Directors at
the office of the Corporation by giving five (5) days' notice  of
such  meeting  to each Director.  A majority of the directorships
constitutes a quorum.  No notice of a Directors' meeting need  be
given  to any Director who attends such meeting in person or  who
waives  such  notice  in a writing executed and  filed  with  the
Secretary of the Corporation either before or after the meeting.

      Section 7.  Indemnification and Reimbursement.  The Company
shall  indemnify  and reimburse to the fullest  extent  permitted
under applicable law, any person made a party to any action, suit
or  proceeding by reason of the fact that he or she or  a  person
whose legal representative or successor he or she is, is or was a
Director,  officer  or  employee of the  Company,  for  expenses,
including attorneys' fees, and such amount of any judgment, money
decree,  fine,  penalty  or settlement  of  any  judgment,  money
decree, fine, penalty or settlement for which he or she may  have
become  liable, actually incurred in connection with the  defense
or reasonable settlement of any such action or threatened action,
suit or proceeding, or any appeal thereof.


ARTICLE IV.  OFFICERS

     Section 1.  Titles, Election, and Duties.  The Directors, by
ballot, shall choose from among their members a Chairman  of  the
Board of Directors, shall appoint a President, a Treasurer, and a
Secretary, and may from time to time appoint such other  officers
as  they,  the  Directors, deem expedient.   The  duties  of  the
officers of the corporation shall be such as are imposed by these
By-laws and from time to time prescribed by the Directors.

      Section  2.   Limitation  on Powers  of  Officers.   Unless
authorized by the Directors, neither the President nor  Treasurer
shall  make  any loan or any agreement on behalf of  the  Company
which  involves  a capital expenditure in excess  of  $50,000.00.
Unless likewise authorized, no other officer shall make any  such
loan  or agreement which involved a capital expenditure in excess
of $1,000.00.

      Section  3.   Chairman  of  the Board  of  Directors.   The
Chairman  of the Board of Directors shall preside at all meetings
of the Shareholders and the Board of Directors.

      Section  4.   President.  The President shall have  general
supervision over the affairs and interests of the corporation and
shall  have  such other authority and responsibility  as  may  be
committed to him by the Board of Directors.
      Section 5.  Treasurer.  The Treasurer shall keep the fiscal
accounts  of the Corporation, including an account of all  moneys
received  or  disbursed.   He  may  endorse  on  behalf  of   the
Corporation  for  collection  only,  checks,  notes   and   other
obligations  and  shall  deposit the  same  and  all  moneys  and
valuables  in the name of, and to the credit of, the  Corporation
in  such  banks and depositories as the Board of Directors  shall
designate.

     Section 6.  Secretary.  The Secretary shall keep the minutes
of  the  meetings of Shareholders and Directors  and  shall  give
notice  of  all such meetings as required in these  By-Laws.   He
shall  have custody of the seal of the Corporation and all books,
records  and  papers  of the Corporation,  except  those  in  the
custody of the Treasurer or some other person authorized to  have
custody  and  possession thereof by resolution of  the  Board  of
Directors.

      Section 7.  Compensation.  The Board of Directors shall fix
the salary or compensation for each officer.

      Section  8.   Term of Office.  Each of such officers  shall
serve  for the term of one year and until his successor  is  duly
appointed  and qualified, but any officer may be removed  by  the
Board of Directors at any time with or without cause and with  or
without  notice  of  hearing.  Vacancies among  the  officers  by
reason  of death, resignation or other causes shall be filled  by
the Board of Directors.


ARTICLE V.  SEAL

      Section 1.  Design.  The corporate seal of this Corporation
shall  be a circular seal with the name of the Corporation around
the border, and the words "Connecticut" and "Seal" in the center.


ARTICLE VI.  AMENDMENTS

       Except  as  otherwise  provided  in  the  Certificate   of
Incorporation or these By-Laws, these By-Laws may be  amended  or
repealed by:

     (a)  an affirmative vote of the holders of a majority of the
issued  and outstanding shares represented in person or proxy  at
any  meeting  of the Shareholders in the call for  which  written
notice of such proposed action shall have been given; or,

      (b)  an affirmative vote of directors holding a majority of
the directorships at any meeting of the Board of Directors.