Exhibit 4.2.2

             PORTA SYSTEMS CORP. RIGHTS AGREEMENT - AMENDMENT NO. 2

      Amendment  No. 2, dates as of December 24, 1997 (the  "Amendment")  to the
Rights  Agreement,  dated as of March 22, 1989,  between Porta Systems  Corp., a
Delaware  corporation  (the  "Company") and The Chase Manhattan Bank, a New York
banking corporation  (formerly known as Chemical Bank, as successor by merger to
Manufacturers  Hanover Trust Company),  as rights agent (the "Rights Agent"), as
amended by Amendment No. 1, dated as of July 26, 1993,  which  agreement,  as so
amended, is referred to as the "Rights Agreement."

      WHEREAS,  the  Company  and the  Rights  Agent  entered  into  the  Rights
Agreement specifying the terms of the Rights (as defined therein); and

      WHEREAS,  the  Company  and the  Rights  Agent  desire to amend the Rights
Agreement in accordance with Section 26 of the Rights Agreement;

      NOW THEREFORE,  in consideration of the promises and mutual agreements set
forth in the Rights  Agreement and this  Amendment,  the parties hereby agree as
follows:

1. The definition of "Acquiring  Person" contained in Section 1(a) of the Rights
Agreement is hereby  amended by deleting  the term "20%"  appearing in the third
line thereof and inserting in lieu thereof the term "22.5%."

2. Section 3(a) of the Rights  Agreement is hereby  amended by deleting the term
"20%"  appearing in the fifteenth line thereof and inserting in lieu thereof the
term "22.5%."

3. Section 11(a) (ii) of the Rights  Agreement is hereby amended by deleting the
term "20%" in the ninth and tenth lines  thereof and  inserting  in lieu thereof
the term "22.5%."

4. The term "Agreement" as used in the Rights Agreement shall be deemed to refer
to the Rights Agreement, as amended hereby.

5. This  Amendment  shall be deemed to be a contract  made under the laws of the
State of Delaware  and for all  purposes  shall be governed by and  construed in
accordance  with the laws of such state  applicable to contracts  made and to be
performed entirely within such state.

6. This  Amendment  shall be effective as of the date hereof and,  expect as set
forth  herein,  the Rights  Agreement  shall remain in full force and effect and
shall be otherwise unaffected hereby.

7. This  Amendment  may be executed in one or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.


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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
duly executed as of the day and the year first above written.

                                         PORTA SYSTEMS CORP.

                                         By:____________________________________

                                            Name:
                                            Title:

Attest:

By:______________________________
   Name:
   Title

                                         THE CHASE MANHATTAN BANK

                                          By:________________________________

                                             Name:
                                             Title:

Attest:

By:______________________________
   Name:
   Title: