THIRD AMENDMENT TO THE

                               RESTATED BYLAWS

                                     OF

                       STORAGE TECHNOLOGY CORPORATION
                       ------------------------------


     The Bylaws of the Corporation are hereby amended as follows:

     1.   Article V, Section 2, is amended and revised to read as follows:

                                  ARTICLE V

                                    Stock
                                    -----

     "Section 2.    Certificates.
                    ------------

     Every holder of stock in the corporation shall be entitled to have a
certificate signed by, or in the name of the corporation by, the chairman or
the president or vice president, and by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
representing the number of shares owned by him in the corporation registered
in certificate form. Any of or all the signatures on the certificate may be
facsimile.  In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue. Certificates of stock shall be consecutively numbered and shall be in
such form consistent with law as shall be prescribed by the Board of
Directors."

     2.   The Bylaws are further amended and revised by adding a new Article
VII, entitled "Indemnification", to read as follows:

                                "ARTICLE VII

                               Indemnification
                               ---------------

     Section 1.   Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director or officer, of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than permitted prior thereto), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in Section 3 of this Article VII with respect to
proceedings to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation.

     Section 2.   Right to Advancement of Expenses.  The right to
indemnification conferred in Section 1 of this Article VII shall include the
right to be paid by the corporation the expenses incurred in defending any
proceeding for which such right to indemnification is applicable in advance
of its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if the Delaware General Corporation Law so requires,
an advancement of expenses incurred by an indemnitee in his or her capacity
as a director of officer (and not in any other capacity in which service was
or is rendered by such indemnitee, including, without limitation, service to
an employee benefit plan) shall be made only upon delivery to the corporation
of an undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or otherwise.

     Section 3.   Right of Indemnitee to Bring Suit.  The rights to
indemnification and to the advancement of expenses conferred in Sections 1
and 2 of this Article shall be contract rights; and no amendment of such
sections shall adversely affect the rights of any director or officer
thereunder insofar as such rights relate to facts or occurrences prior to the
date of such amendment.  If a claim under either such section is not paid in
full by the corporation within thirty days after a written claim has been
received by the corporation, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be fifteen days, the
indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim.  If successful in whole or in part in
any such suit, or in a suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit.  In any suit (i) brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit to enforce a right to
an advancement of expenses), or (ii) brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, it shall be
a defense (in the case of a suit by an indemnitee) or the corporation shall
be entitled to recover such expenses (in the case of a suit by the
corporation) if it is determined by final adjudication that the indemnitee
has not met any applicable standard for indemnification set forth in the
Delaware General Corporation Law.  Neither the failure of the corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth
in the Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee
to enforce a right to indemnification or to an advancement of expenses
hereunder, or by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Section or otherwise shall be on the corporation.

     Section 4.   Non-Exclusivity of Rights.  The rights to indemnification
and to the advancement of expenses conferred in this Article VII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the corporation's certificate of incorporation by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

     Section 5.   Insurance.  The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law."

Dated: May 21, 1998