CERTIFICATE OF AMENDMENT

                                  TO BYLAWS OF

                            COVOL TECHNOLOGIES, INC.


                  Pursuant  to  Unanimous  Consent  of the  Board  of  Directors
effective May 20, 1997, and the action of the stockholders at the annual meeting
of the stockholders  held June 25, 1997,  Article 3, Section 1, of the Bylaws of
Covol Technologies, Inc. is amended to read in its entirety, as follows:

                  Section  1.  Number,  Qualification,  Election  and Term.  The
         number of  directors  of the  Corporation  shall be fixed  from time to
         time,  within the limits specified by the Certificate of Incorporation,
         by  resolution  of  the  Board  of  Directors;  provided,  however,  no
         director's  term shall be shortened by reason of a resolution  reducing
         the number of directors.  Directors  need not be residents of the State
         of Delaware,  stockholders of the Corporation or citizens of the United
         States.  Unless provided  otherwise by law, any director may be removed
         at any  time,  with or  without  cause,  at a  special  meeting  of the
         stockholders  for  that  purpose.  Members  of  the  initial  Board  of
         Directors   shall  hold  office  until  the  first  annual  meeting  of
         stockholders  and until their  successors  shall have been  elected and
         qualified.  Following  the first annual  meeting of  stockholders,  the
         Board of Directors may be divided into three classes, Class I, Class II
         and Class III,  each class to be as nearly equal in number as possible,
         the term of office  of  directors  of the first  class to expire at the
         first annual meeting of stockholders after their election,  that of the
         second  class to  expire  at the  second  annual  meeting  after  their
         election,  and that of the third  class to  expire at the third  annual
         meeting after their  election.  At each annual  meeting  following such
         classification and division of the members of the Board of Directors, a
         number of directors equal to the number of  directorships  in the class
         whose term expires at the time of such meeting shall be elected to hold
         office until the third succeeding annual meeting of stockholders of the
         Corporation.  Irrespective of Article 3, Section 2, any director of any
         class  elected to fill a vacancy  resulting  from an  increase  in such
         class hold  office for a term that shall  coincide  with the  remaining
         term of the class.

                  Each  Director  shall hold office for the class term for which
         he is elected and until his successor  shall be elected and  qualified.
         Notwithstanding  anything  herein to the contrary,  any director may be

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         removed  from  office  at any time by the vote or  written  consent  of
         stockholders  representing  not less than  two-thirds of the issued and
         outstanding stock entitled to vote.

                  The Board of  directors  shall have no less than five  members
         and no more than nine members.  Notwithstanding  anything herein to the
         contrary,  the size of the  Board  of  Directors  may not be  increased
         without the vote or written  consent of  stockholder  representing  not
         less than  two-thirds of the issued and  outstanding  stock entitled to
         vote.