EXHIBIT 3(C)

                                State of Delaware

                     Office of the Secretary of State PAGE 1

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE. DO
 HEREBY CERTIFY THE ATTACHED IS ATRUE AND CORRECT COPY OF THE CERTIFICATE OF
 INCORPORATION OF "TELEBYTE TECHNOLOGY, INC.", FILED IN THIS OFFICE ON
THE TWENTY-FIFTH DAY OF JUNE, A.D. 1999, AT 3:25 P.M.

         A FILED COPY OF THIS  CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS.

                3062014 8100 Edward J. Freel, Secretary of State
                       991260720 Authentication: 9831755
                                 DATE: 06-28-99


                                STATE OF DELAWARE

                               SECRETARY OF STATE

                            DIVISION OF CORPORATIONS

                             FILED 03:25 PM 06/25/99

                                991260720-3062014

                         CERTIFICATE OF INCORPORATION

                                       OF

                            TELEBYTE TECHNOLOGY, INC.

The  undersigned,  being of legal age, in order to form a corporation  under and
pursuant to the laws of the state of Delaware, does hereby set forth as follows:

         FIRST:   The name of the corporation is:
                           TELEBYTE TECHNOLOGY, INC.
         SECOND:  The address of the initial  registered and principal office of
this corporation in this state is c/o United Corporate  Services,  Inc., 15 East
North Street, in the City of Dover,  County of Kent, State of Delaware 19901 and
the name of the registered agent at said address is United  Corporate  Services,
Inc.

         THIRD: The purpose of the corporation is to engage in any lawful act or
 activity for which corporations may be organized under the corporation laws of
 the State of Delaware.  FOURTH: The corporation shall be authorized to issue
the following shares:

         Class                              Number of Shares  Par Value

         COMMON                     9,000,000                 $0.01
         PREFERRED                             100,000                 $0.01
         FIFTH: The name and address of the incorporator are as follows:

         NAME                                        ADDRESS

         Michael A. Barr                             10 Bank Street
                                                    White Plains, New York 10606

         SIXTH: The following  provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation,  and for further
definition,  limitation and regulation of the powers of the  corporation and its
directors and stockholders:

(1)                            The number of directors of the corporation  shall
                               be such as form  time to time  shall be fixed by,
                               or  in  the  manner   provided  in  the  by-laws.
                               Election  of  directors  need  not  be by  ballot
                               unless the By-Laws so provide.

(2)      The Board of Directors shall have power without the assent or vote of
 the stockholders:

(a)                            To make, alter,  amend,  change, add to or repeal
                               the By-Laws of the  corporation;  to fix and vary
                               the amount to be reserved for any proper purpose;
                               to authorize  and cause to be executed  mortgages
                               and liens upon all or any part of the property of
                               the   corporation;   to  determine  the  use  and
                               disposition of any surplus or net profits; and to
                               fix the times for the  declaration and payment of
                               dividends.

(b)                            To determine  from time to time  whether,  and to
                               what times and places,  and under what conditions
                               the accounts and books of the corporation  (other
                               than the stock  ledger) or any of them,  shall be
                               open to the inspection of the stock holders.

(3)                            The directors in their discretion may submit any
                               contract or act for
                               approval or ratification at any annual meeting of
                               the stockholders, at any meeting of the stock
                               holders called for the purpose of considering
                               such an act or contract, or through a written
                               consent in lieu of a meeting in accordance with
                               the requirements of the General Corporation Law
                               of Delaware as amended from time to time, and any
                               contract or act that shall be so approved or be
                               so ratified by the vote of the holders of a
                               majority of the stock of the corporation which is
                               represented in person or by proxy at such
                               meeting, (or by written consent whether received
                               directly or through a proxy) and entitled to vote
                               thereon (provided that a lawful quorum of
                               stockholders be there represented in person or by
                               proxy) shall be as valid and as binding upon the
                               corporation and upon all stockholders as though
                               it had been approved, ratified,or consented to by
                               every stockholder of the corporation,  whether or
                               not the contract or act would otherwise be open
                               to legal attack because of directors' interest,or
                               for any other reason.

(4)                            In addition to the powers and authorities
                               hereinbefore or by statute expressly conferred
                               upon them, the directors are hereby empowered to
                               exercise all such powers and do all such acts
                               and things as may be exercised or done by the
                               corporation; subject, nevertheless, to the
                               provisions of the statutes of Delaware, of this
                               certificate, and to any by-laws from time to time
                               made by the stockholders; provided, however, that
                               no by-laws so made shall invalidate any prior act
                               of the directors which would have been valid if
                               such by-law had not been made.

         SEVENTH:  No director shall be liable to the  corporation or any of its
stockholders  for monetary  damages for breach of fiduciary duty as a directors,
except  with  respect to (1) a breach of the  director's  duty of loyalty to the
corporation  or its  stockholders,  (2) a acts or omissions not in good faith or
which  involve  intentional  misconduct  or a  knowing  violation  of  law,  (3)
liability  under Section 174 of the Delaware  General  Corporation  Law or (4) a
transaction from which the director  derived an improper  personal  benefit,  it
being the intention of the foregoing provision to eliminate the liability of the
corporation's  directors to the  corporation or its  stockholders to the fullest
extent permitted by Section  102(b)(7) of the Delaware General  Corporation Law,
as amended from time to time.  The  corporation  shall  indemnify to the fullest
extent  permitted  by  Sections  102(b)(7)  and  145  of  the  Delaware  General
Corporation  Law, as amended from time to time,  each person that such  sections
grant the corporation the power to indemnify.

         EIGHTH:  Whenever a compromise or arrangement is proposed  between this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction within the State of Delaware,  may, on the application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title B of the Delaware
Code  order a meeting  of the  creditors  or class of  creditors,  and/or of the
stockholders or class of stockholders of this  corporation,  as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourth (3/4) in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation,  as the
case may be, agree to any compromise or arrangement ant to any reorganization of
this  corporation  as consequence of such  compromise or  arrangement,  the said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  this  corporation,  as the  case  may  be,  and  also on this
corporation.

         NINTH: The corporation  reserves the right to amend,  alter,  change or
repeal any  provision  contained in this  certificate  of  incorporation  in the
manner now or hereafter  prescribed  by law, an all rights and powers  conferred
herein on stockholders, directors and officers subject to this reserved power.


         IN WITNESS WHEREOF,  the undersigned  hereby executes this document and
affirms that the facts set forth herein are true under the  penalties of perjury
this twenty-fourth day of June 1999.

                                                  S/MICHAEL A. BARR
                                                  ---------------
                                                  Michael A. Barr, Incorporator



<PAGE>
EXHIBIT 3(D)

                                    BY-LAWS

                                       OF

                            TELEBYTE TECHNOLOGY, INC.

                                    ARTICLE I

                                     OFFICES

                  SECTION 1.     REGISTERED OFFICE. -      The registered office
shall be established and maintained at c/o United Corporate Services, Inc., 15
East North Street, Dover, Delaware 19901 and United Corporate Services, Inc.
shall be the registered agent of this corporation in charge thereof.

                  SECTION 2.     OTHER OFFICES. -          The corporation may
have other offices, either within or without the State of Delaware, at such
place or places as the Board of Directors may from timeto time appoint or the
business of the corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. ANNUAL MEETINGS.  - Annual meetings of stockholders
for the  election of directors  and for such other  business as may be stated in
the notice of the meeting, shall be held at such place, either within or without
the State of Delaware,  and at such time and date as the Board of Directors,  by
resolution, shall determine and as set forth in the notice of meeting.

                  If the date of the  annual  meeting  shall  fall  upon a legal
holiday,  the meeting shall be held on the next succeeding business day. At each
annual  meeting,  the  stockholders  entitled  to vote  shall  elect a Board  of
directors and they may transact such other corporate business as shall be stated
in the notice of the meeting.

                  SECTION 2.                OTHER MEETINGS. - Meetings of
stockholders for any purpose other than the election of directors may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting.

                  SECTION 3.  VOTING.  - Each  stockholder  entitled  to vote in
accordance with the terms of the Certificate of Incorporation  and in accordance
with the provisions of these by-laws shall be entitled to one vote, in person or
by proxy, for each share of stock entitled to vote held by such stockholder, but
no proxy  shall be voted  after  three  years  from its date  unless  such proxy
provided for a longer period.  Upon the demand of any stockholder,  the vote for
directors and the vote upon any question before the meeting, shall be by ballot.
All  elections  for  directors  shall be decided by  plurality  vote;  all other
questions shall be decided by majority vote except as otherwise  provided by the
Certificate of Incorporation or the laws of the State of Delaware.

                  A complete  list of the  stockholders  entitled to vote at the
ensuing election,  arranged in alphabetical order, with the address of each, and
the  number  of shares  held by each,  shall be open to the  examination  of any
stockholder,  for ay purpose  germane to the meting,  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,  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.

                  SECTION 4. QUORUM.  - Except as otherwise  required by law, by
the Certificate of Incorporation or by these By-Laws, the presence, in person or
by proxy,  or  stockholders  holding a majority of the stock of the  corporation
entitled to vote shall constitute a quorum at all meetings of the  stockholders.
In case a quorum shall not be present at any meeting,  a majority in interest of
the stockholders entitled to vote thereat,  present in person or by proxy, shall
have power to adjourn the meeting,  until the requisite amount of stock entitled
to vote shall be present.  At any such adjourned  meeting at which the requisite
amount of stock  entitled  to vote shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notices;  but  only  those  stockholders  entitled  to  vote at the  meeting  as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof.  If the  adjournment is for more than thirty (30) days, or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote the meeting.

                  SECTION 5.                SPECIAL MEETINGS. -        Special
meetings of the stockholders for any purpose or purposes may be called by the
President or Secretary, or by resolution of the directors.

                  SECTION 6. NOTICE OF MEETINGS.  - Written notice,  stating the
place, date and time of the meting, and the general nature of the business to be
considered,  shall be given to each stockholder  entitled to vote thereat at his
address as it appears on the records of the  corporation,  not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be  transacted  at any meeting  without the unanimous
consent of all the stockholders entitled to vote thereat.

                  SECTION 7. ACTION WITHOUT MEETING. - Unless otherwise provided
by the  Certificate  of  Incorporation,  any action  required to be taken at any
annual or special meeting of  stockholders,  or any action which may be taken at
any annual or special  meeting,  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 les than unanimous  written consent shall be given to those  stockholders who
have not consented in writing.


<PAGE>


                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1.                NUMBER AND TERM. -       Then number
of directors shall be three (3).  The directors shall be elected at the annual
meeting of the stockholders and each director shall be elected to serve until
his successor shall be elected and shall qualify.  A director need not be a
stockholder.

                  SECTION 2. RESIGNATIONS. - Any director, member of a committee
or other  officer  may  resign at any time.  Such  resignation  shall be made in
writing,  and shall take effect at the time specified therein, and if no time be
specified,  at the  time of its  receipt  by the  President  or  Secretary.  The
acceptance of a resignation shall not be necessary to make it effective.

                  SECTION 3. VACANIES.  - If the office of any director,  member
of a committee or other  officer  becomes  vacant,  the  remaining  director sin
office,  though less than a quorum by a majority vote, may appoint any qualified
person to fill such vacancy,  who shall hold office for the  unexpired  term and
until his successor shall be duly chosen.

                  SECTION 4. REMOVAL. - Any director or directors may be removed
either for or without cause at any time by the  affirmative  vote of the holders
of a majority of all the shares of stock  outstanding and entitled to vote, at a
special meting of the stockholders called for the purpose and the vacancies thus
created may be filled,  at the meeting  held for the purpose of removal,  by the
affirmative vote of a majority in interest of the stockholders entitled to vote.

                  SECTION 5.  INCREASE OF NUMBER.  - The number of directors may
be increased by amendment of these By-Laws by the affirmative vote of a majority
of the directors,  though less than a quorum,  or, by the affirmative  vote of a
majority in interest of the stockholders,  at the annual meeting or at a special
meeting called for that purpose,  and by like vote the additional  directors may
be chosen at such  meeting to hold  office  until the next annual  election  and
until their successors are elected and qualify.

                  SECTION 6.                POWERS. -     The Board of Directors
shall exercise all of the powers of the corporation except such as are by law,
or by the Certificate of Incorporation of the corporation or by these By-Laws
conferred upon or reserved to the stockholders.

                  SECTION  7.  COMMITTEES.  - The  Board of  Directors  may,  by
resolution or resolutions passed by a majority of the whole board, designate one
or more committees, each committee to consist of two or more of the directors of
the  corporation.  The board may  designate  one or more  directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meting of the committee. In the absence or disqualification of any member of
such committee or committees,  the member or members thereof present at any such
meeting and not disqualified from voting, whether or no the or they 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.

                  Any such  committee,  to the extend provided in the resolution
of the Board of Directors,  or in these By-Laws, shall have and may exercise all
the powers and  authority  of the Board of Directors  in the  management  of the
business  and  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 of  authority  in  reference  to  amending  the
Certificate of Incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the corporation's property and assets,  recommending to the
stockholders a dissolution of the  corporation or a revocation of a dissolution,
or amending the By-Laws of the  corporation;  and unless the  resolution,  these
By-Laws,  or the  Certificate  of  Incorporation  expressly so provide,  no such
committee  shall  have the  power or  authority  to  declare  a  dividend  or to
authorize the issuance of stock.

                  SECTION 8.  MEETINGS.  - The newly  elected Board of Directors
may hold their first meeting for the purpose of organization and the transaction
of business, if a quorum be present, immediately after the annual meeting of the
stockholders;  or the time and place of such meeting may be fixed by consent, in
writing, of all the directors.

                  Unless restricted by the  incorporation  document or elsewhere
in these By-Laws,  members of the Board of Directors or any committee designated
by such Board may  participate  in a meeting of such Board or committee by means
of conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person such meeting.

                  Regular meetings of the Board of Directors may be scheduled by
a resolution adopted by the Board. The chairman of the Board or the President or
Secretary may call, and if requested by any two  directors,  must call a special
meeting of the Board and give five  days'  notice by mail,  or two days'  notice
personally or by telegraph or cable to each director. The Board of Directors may
hold an annual meeting, without notice,  immediately after the annual meeting of
shareholders.

                  SECTION  9.  QUORUM.  - A  majority  of  the  directors  shall
constitute a quorum for the  transaction  of business.  If at any meeting of the
board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no further
notice  thereof need be given other than by  announcement  at the meeting  which
shall be so adjourned.

                  SECTION 10.  COMPENSATION.  - Directors  shall not receive any
stated salary for their services as directors or as members of  committees,  but
by resolution of the board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting.  Nothing herein  contained shall be construed to
preclude any director from serving the  corporation  in ay other  capacity as an
officer, agent or otherwise, and receiving compensation therefore.


<PAGE>


                  SECTION 11. ACTION WITHOUT  MEETING.  - Any action required or
permitted  to be  taken  at  any  meeting  of the  board  of  Directors,  or any
committees  thereof,  may be taken without a meeting,  if prior to such action a
written  consent  thereto  is signed by all  members  of the  board,  or of such
committee as the case may be, and such written consent is filed with the minutes
of proceedings of the board or committee.

                                   ARTICLE IV

                                    OFFICERS

                  SECTION 1. OFFICERS.  - The officers of the corporation  shall
be a President,  a Treasurer,  and a Secretary,  all of whom shall be elected by
the Board of  Directors  and who shall hold office  until their  successors  are
elected and qualified. In addition, the Board of Directors may elect a Chairman,
one or more  Vice  Presidents  and  such  Assistant  Secretaries  and  Assistant
Treasurers,  as they may deem proper.  None of the  officers of the  corporation
need be  directors.  The officers  shall be elected at the first  meeting of the
board of Directors after each annual meeting.  More than two offices may be held
by the same person.

                  SECTION 2. OTHER OFFICERS AND AGENTS. - The Board of Directors
may appoint such other officers and agents as it may deem  advisable,  who shall
hold their  offices  for such terms and shall  exercise  such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

                  SECTION 3.                CHAIRMAN. -       The Chairman of
the board of Directors, if one be elected, shall preside at all meetings of the
Board of Directors and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.

                  SECTION  4.  PRESIDENT.  - The  President  shall be the  chief
executive  officer  of the  corporation  and shall have the  general  powers and
duties of  supervision  and  usually  vested in the  office  of  President  of a
corporation.  He shall  preside at al  meetings of the  stockholders  if present
thereat,  and in the  absence of  non-election  of the  Chairman of the Board of
Directors,  at all  meetings of the Board of  Directors,  and shall have general
supervision, direction and control of the business of the corporation. Except as
the Board of  Directors  shall  authorize  the  execution  thereof in some other
manner,  he shall execute bonds,  mortgages and other contracts in behalf of the
corporation,  and shall cause the seal to be affixed to any instrument requiring
it and when so  affixed  the seal  shall be  attested  by the  signature  of the
Secretary or the Treasurer or Assistant Secretary or an Assistant Treasurer.

                  SECTION 5.                VICE-PRESIDENT.   -        Each Vice
-President shall have such powers and shall perform such duties as shall be
 assigned to him by the directors.


<PAGE>


                  SECTION 6.  TREASURER.  - The Treasurer shall have the custody
of the corporate  funds and securities and shall keep full and accurate  account
of receipts and  disbursements in books belonging to the  corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.

                  The Treasurer  shall disburse the funds of the  corporation as
may be  ordered  by the Board of  Directors,  or the  President,  taking  proper
vouchers for such  disbursements.  He shall render to the President and Board of
Directors a the regular meetings of the Board of Directors, or whenever they may
request it, an account of all his transactions as Treasurer and of the financial
condition of the  corporation.  If required by the Board of Directors,  he shall
give the  corporation  a bond for the  faithful  discharge of his duties in such
amount and with such surety as the board shall prescribe.

                  SECTION 7. SECRETARY.  - The Secretary shall give, or cause to
be given,  notice of all meetings of stockholders  and directors,  and all other
notices  required by the law or by these By-Laws,  and in case of his absence or
refusal  or  neglect  so to do,  any such  notice  may be  given  by any  person
thereunto directed by the President, or by the directors, or stockholders,  upon
whose  requisition the meeting is called as provided in these By-Laws.  He shall
record  all  the  proceedings  of the  meetings  of the  corporation  and of the
directors in a book to be kept for that  purpose,  and shall  perform such other
duties as may be assigned to him by the  directors  or the  President.  He shall
have the custody of the seal of the  corporation and shall affix the same to all
instruments requiring it, when authorized by the directors or the President, and
attest the same.

                  SECTION 8. ASSISTANT TREASURERS AND ASSISTANT  SECRETARIES.  -
Assistant  Treasurers  and Assistant  Secretaries,  if any, shall be elected and
shall have such  powers and shall  perform  such  duties as shall be assigned to
them, respectively, by the directors.

                                    ARTICLE V

                                  MISCELLANEOUS

                  SECTION 1.  CERTIFICATES  OF STOCK.  - A certificate of stock,
signed by the Chairman or  Vice-Chairman  of the board of Directors,  if they be
elected,  President  or  Vice-president,  and  the  Treasurer  or  an  Assistant
Treasurer,  or  Secretary  or  Assistant  Secretary,  shall  be  issued  to each
stockholder  certifying  the number of shares  owned by him in the  corporation.
When such  certificates are countersigned (1) by a transfer agent other than the
corporation or its employee,  or, (2) by a registrar  other than the corporation
or its employee, the signatures of such officers may be facsimiles.


<PAGE>


                  SECTION 2. LOST CERTIFICATES. - A new certificate of stock may
be issued in the place of any certificate theretofore issued by the corporation,
alleged  to have  been  lost or  destroyed,  and the  directors  may,  in  their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
not  exceeding  double  the value of the stock,  to  indemnify  the  corporation
against any claim hat may be made  against it on account of the alleged  loss of
any such certificate, or the issuance of any such new certificate.

                  SECTION 3.  TRANSFER  OF SHARES.  - The shares of stock of the
corporation  shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives,  and upon
such transfer the old certificate shall be surrendered to the corporation by the
delivery  thereof  to the person in charge of the stock and  transfer  books and
ledgers,  or to such other person as the directors may  designate,  by whom they
shall be cancelled,  and new  certificates  shall thereupon be issued.  A record
shall  be made of each  transfer  and  whenever  a  transfer  shall  be made for
collateral security,  and not absolutely,  it shall be so expressed in the entry
of the transfer.

                  SECTION 4.  STOCKHOLDERS  RECORD DATE. - (A) 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,  the board of directors
may fix a record  date,  which record date shall not precede the date upon which
the  resolution  fixing the record date is adopted by the board of directors.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meting 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.

                  (b)  In  order  that  the   corporation   may   determine  the
         stockholders entitled to consent to corporate action in writing without
         a meeting,  the board of directors may fix a record date,  which record
         ate shall not  precede  the date upon which the  resolution  fixing the
         record is adopted by the board of directors.

                  (c)  In  order  that  the   corporation   may   determine  the
         stockholders  entitled  to  receive  payment of any  dividend  or other
         distribution  or  allotment of ay rights or the  stockholders  entitled
         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 a record  sate,  which record date shall not precede
         the date upon which the resolution fixing the record date is adopted.

                  SECTION  5.  DIVIDENDS.  - Subject  to the  provisions  of the
         Certificate of Incorporation,  the Board of Directors may, out of funds
         legally available therefore at any regular or special meeting,  declare
         dividends  upon the capital stock of the  corporation  as and when they
         deem  expedient.  Before  declaring any dividend there may be set apart
         out of any funds of the corporation  available for dividends,  such sum
         or sums as the  directors  from time to time in their  discretion  deem
         proper for working capital or as a reserve d\fund to meet contingencies
         or for equalizing dividends or for such other purposes as the directors
         shall deem condusive to the interests of the corporation.


<PAGE>


                           SECTION 6.                SEAL. -  The corporate seal
shall be circular in form and shall  contain the name of the  corporation,  the
year of its  creation  and the words "Corporate Seal, Delaware, 1999". Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                           SECTION 7.                FISCAL YEAR. -    The
fiscal year of the corporation shall be determined by resolution of the Board
of Directors.

                           SECTION 8.                CHECKS. -       All checks,
drafts, or other orders for the payment of money,  notes or other  evidences of
indebtedness  issued in the name of the  corporation  shall be signed by such
officer or officers,  agent or agents of the  corporation,  and in such manner
as shall be determined from timeto time by resolution of the Board of Directors.

                           SECTION 9.               NOTICE AND WAIVER OF NOTICE.
 - Whenever any notice is required  by these  By-Laws  to be given,  personal
 notice is not meant  unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by  depositing  the same in the United States mail,  postage,  prepaid,
addressed  to the person  entitled  thereto at his  address as it appears on the
records of the  corporation,  and such notice shall be deemed to have been given
on the day of such  mailing.  Stockholders  not  entitled  to vote  shall not be
entitled  to receive  notice of any  meetings  except as  otherwise  provided by
Statute.

                           Whenever any notice whatever is required to be given
under the provisions of any law,
or under the provisions of the Certificate of  Incorporation  of the corporation
of these By-Laws,  a waiver thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                                         ARTICLE VI

                                                         AMENDMENTS

                  These  By-Laws may be altered or  repealed  and By-Laws may be
made at any annual meeting of the stockholders or at any special meeting thereof
if notice of the proposed  alteration  or repeal of By-Law or By-Laws to be made
be contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the  affirmative  vote of a majority of the Board of  Directors,  at any regular
meeting of the Board of  Directors,  or at any  special  meeting of the Board of
Directors,  if notice of the proposed  alteration or repeal of By-Law or By-Laws
to be made, be contained in the notice of such special meeting.


<PAGE>


                                   ARTICLE VII

                                 INDEMNIFICATION

                  No director  shall be liable to the  corporation or any of its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except  with  respect to (1) a breach of the  director's  duty of loyalty to the
corporation  or its  stockholders,  (2) acts or  omissions  not in good faith or
which  involve  intentional  misconduct  or a  knowing  violation  of  law,  (3)
liability  which may be  specifically  defined by law or (4) a transaction  from
which the director derived an improper personal benefit,  it being the intention
of the  foregoing  provision to  eliminate  the  liability of the  corporation's
directors to the corporation or its stockholders to the fullest extent permitted
by law. The corporation  shall indemnify to the fullest extent  permitted by law
each person that such law grants the corporation the power to indemnify.

<PAGE>
EXHIBIT 3(E)


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                TELEBYTE TECHNOLOGY, INC. (a Nevada corporation)

                                      INTO

               TELEBYTE TECHNOLOGY, INC. (a Delaware corporation)

 Pursuant to Section 253 of the General Corporation Law of the State of Delaware

         Telebyte  Technology,  Inc., a corporation  organized  and existing
 under the laws of the State of Nevada
("Telebyte Nevada"), DOES HEREBY CERTIFY:

         FIRST:  Telebyte Nevada was  incorporated on May 19, 1987,  pursuant to
Chapter 78 of the Nevada  Revised  Statutes,  the provisions of which permit the
merger of a  corporation  of another and a  corporation  organized  and existing
under the laws of Nevada.

         SECOND:  Telebyte  Nevada  owns all of the  outstanding  shares of
Common  Stock of  Telebyte  Technology,Inc.,  a  corporation  incorporated  on
une 25,  1999  pursuant  to the  General  Corporation  Law of the State of
Delaware (Telebyte Delaware").

         THIRD:  The Board of Directors  of Telebyte  Nevada,  by the  following
resolutions  duly  adopted at a meeting held on April 16,  1999,  determined  to
merge  Telebyte  Nevada with and into a  corporation  to be formed as a Delaware
corporation and a wholly-owned  subsidiary of Telebyte Nevada,  and to effect an
amendment to the Certificate of Incorporation of said corporation,  changing the
name of said corporation to "Telebyte, Inc." as follows:

         "RESOLVED,  that  the  Corporation  effect a  change  in its  corporate
         domicile from Nevada to Delaware and, in  connection  therewith,  enter
         into an Agreement  and Plan of Merger with  Telebyte  Technology,  Inc.
         ("Telebyte  Delaware"),  a  corporation  to  be  formed  as a  Delaware
         corporation and a wholly owned subsidiary of the Corporation,  pursuant
         to which the  Corporation  shall merge with and into Telebyte  Delaware
         (the "Merger")."

         "RESOLVED,  that the Certificate of Incorporation of Telebyte  Delaware
         as in effect on the effective date of the Merger shall continue in full
         force and  effect  as the  Certificate  of  Incorporation  of  Telebyte
         Delaware, except that, upon the effective date of the Merger, Article I
         thereof  shall  be  amended  to  read  as  follows:  `The  name  of the
         corporation is Telebyte, Inc.'"

         RESOLVED, that the shares of Common Stock of Telebyte Nevada issued and
         outstanding on the effective date of the Merger shall, by virtue of the
         Merger and without any action on the part of either the holders of such
         shares or of  Telebyte  Delaware,  be  converted  into  fully  paid and
         nonassesable  share of Common  Stock,  par  value  $.01 per  share,  of
         Telebyte Delaware on the basis of one share of Common Stock of Telebyte
         Delaware  for  each one  share of  Common  Stock  of  Telebyte  Nevada;
         provided,  however,  that,  after  the  effective  date of the  Merger,
         holders of certificates representing shares of Common Stock of Telebyte
         Nevada   shall  be  entitled  to  receive,   upon   surrender  of  such
         certificates at the principal office of the  Corporation,  certificates
         for the number of shares of Common Stock of Telebyte  Delaware equal to
         the number of shares of Common Stock of Telebyte Nevada  represented by
         the certificates so surrendered."

         FOURTH:  The merger has been adopted,  approved,  certified,  executed
         and acknowledged by Telebyte Nevada
         in accordance with the laws of the State of Nevada.

         IN WITNESS WHEREOF,  the undersigned  hereby executes this document and
affirms that the facts set forth herein are true under penalty of perjury,  this
25th day of June 1999.

                                                     TELEBYTE TECHNOLOGY, INC.
                                                     (a Nevada corporation)


                                                By:_____________________________
                                                         Kenneth S. Schneider,
                                                         Chief Executive Officer