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                                 EXHIBIT 3(i)-1

                     AMPACE CORPORATION AMENDMENT TO BYLAWS

     1.      Section 2.2 of the Bylaws of Ampace Corporation (the "Company") is
hereby amended by deleting the text of said section in its entirety and
inserting the following in lieu thereof:

     Special meetings of stockholders may be held at such time and place, within
     or without the state of Delaware, as shall be stated in a Notice of Meeting
     or in a duly executed waiver of notice thereof.  Subject to the rights of
     the holders of any series of Preferred Stock with respect to such series of
     Preferred Stock, if any, special meetings of the stockholders may be called
     only by the Chairman of the Board, the President or by the Board of
     Directors pursuant to a resolution adopted by a majority of the total
     number of directors of the Corporation.

     2.      Section 3.4 of the Bylaws is amended by deleting the text of said
section in its entirety and inserting the following in lieu thereof:

     Subject to the rights of the holders of any series of Preferred Stock with
     respect to such series of Preferred Stock, any director, or the entire
     Board of Directors, may be removed from office at any time, but only for
     cause and only by the affirmative vote of the holders of at least sixty-six
     and two-third's percent (66-2/3%) of the voting power of all of the
     then-outstanding shares of the Corporation entitled to vote generally in
     the election of directors, voting together as a single class.

     3.      Section 2.8 of the Bylaws is amended by deleting the text of said
section in its entirety and inserting the following in lieu thereof:

     Except as otherwise provided by the General Corporation Law of the State of
     Delaware ("GCL"), the Certificate of Incorporation of the Corporation or
     these Bylaws, when a quorum is present, the affirmative vote of a majority
     of shares present in person or represented by proxy at a meeting and
     entitled to vote on the subject matter shall be the act of the
     stockholders.

     4.      Article 2 of the Bylaws is amended by adding the following as a new
Section 2.15:

     2.15    Fundamental Transactions.

             (a)     Stockholder Authorization of Fundamental Transaction
             Recommended by the Board.  Whenever a Fundamental Transaction to be
             taken by the vote of the stockholders has been recommended by a
             vote of a majority of the directors then in office at a meeting at
             which a quorum is present, the proposed Fundamental Transaction
             shall be authorized upon receiving the affirmative vote of the
             holders 


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             of a majority of the voting power of all of the then-outstanding
             shares of the Corporation entitled to vote upon such action, after
             taking into account the express terms of any series of Preferred
             Stock of the Corporation with respect to such vote.

             (b)     Stockholder Authorization of Fundamental Transaction Not
             Recommended by the Board.  Except as provided in Section 2.15(a)
             above, whenever a Fundamental Transaction is to be taken by vote of
             the stockholders, the proposed Fundamental Transaction shall be
             authorized only upon receiving the affirmative vote of the holders
             of sixty-six and two-thirds percent (66-2/3%) of the voting power
             of all of the then-outstanding shares of the Corporation entitled
             to vote generally in the election of directors, voting together as
             a single class, and, in addition, the affirmative vote of the
             number or proportion of shares of any series of Preferred Stock of
             the Corporation, if any, as shall at the time be required by
             statute or the express terms of such series of Preferred Stock.

             (c)     Fundamental Transaction Defined.  For the purposes of this
             Section 2.15, the term "Fundamental Transaction" shall mean any of
             the following, if any such transaction requires the approval of the
             stockholders under the Certificate of Incorporation of the
             Corporation as then in effect or the GCL as then in effect with
             respect to the Corporation: the sale, lease, exchange or other
             disposition of all of substantially all of the assets of the
             Corporation; or the merger or consolidation of the Corporation
             (other than a merger or consolidation in which holders of
             outstanding voting securities of the Corporation will have the
             ownership of at least a majority of the voting power of the voting
             securities of the surviving corporation (which voting power is to
             be held in the same proportion as held by stockholders of the
             Corporation immediately prior to such merger or consolidation)); or
             the division, reorganization, dissolution, liquidation or winding
             up of the Corporation.

     5.      Article 9 is amended by adding the following at the end of the 
second sentence of said Article:

     ; provided, however, that in the case of amendment by the stockholders,
     notwithstanding any other provision of these Bylaws or any provision of law
     which might otherwise permit a lesser vote or no vote, but in addition to
     any affirmative vote of the holders of any particular class or series of
     the capital stock of the Corporation required by law, the Certificate of
     Incorporation or these Bylaws, the affirmative vote of at least sixty-six
     and two-third's percent (66-2/3%) of the voting power of all of the
     then-outstanding shares of the voting stock of the Corporation, voting
     together as a single class, shall be required to alter, amend or repeal any
     provision of these Bylaws.

ADOPTED BY THE BOARD OF DIRECTORS ON OCTOBER 22, 1997.


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