EXHIBIT
3(ii)


Bylaws
(Amended)





BY-LAWS





OF





MICROS
SYSTEMS, INC.


__________________________








ARTICLE I
- OFFICES





The
office of the Corporation shall be located in the City and State designated in
the Articles of Incorporation.  The Corporation may also maintain
offices at such other places within or without the United States as the Board of
Directors may, from time to time, determine.





ARTICLE
II - MEETING OF SHAREHOLDERS





Section 1
- Annual Meetings:





The
annual meeting of the shareholders of the Corporation shall be held on such day
and time in November of each year as the Board of Directors shall select
(subject to applicable law and any other applicable provision of these by-laws),
for the purpose of electing directors, and transacting such other business as
may properly come before the meeting.  (2004 Amendment)





Section 2
- Special Meetings:





Special
meetings of the shareholders may be called at any time by the Board of Directors
or by the President, and shall be called by the President or the Secretary at
the written request of the holders of twenty-five percent (25%) of the shares
then outstanding and entitled to vote thereat, or as otherwise required
under   the provisions of the laws of Maryland on Corporations
and Associations.  (Amendment of 1/14/81)





Section 3
- Place of Meetings:





All
meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.





Section 4
- Notice of Meetings:





(a)
Written notice of each meeting of shareholders, whether annual or special,
stating the time when and place where it is to be held, shall be served either
personally or by mail, not less than ten or more than fifty days before the
meeting, upon each shareholder of record entitled to vote at such meeting, and
to any other shareholder to whom the giving of notice may be required by
law.  Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called, and shall indicate that it is being
issued by, or at the direction of, the person or persons calling the
meeting.  If, at any meeting, action is proposed to be taken that
would, if taken, entitle shareholders to receive payment for their shares
pursuant to the Business Corporation Act, the notice of such meeting shall
include a statement of that purpose and to that effect.  If mailed,
such notice shall be directed to each such shareholder at his address, as it
appears on the records of the shareholders of the Corporation, unless he shall
have previously filed with the Secretary of the Corporation a written request
that notices intended for him be mailed to some other address, in which case, it
shall be mailed to the address designated in such request.





(b) If a
record date is not set by the Board of Directors, notice of any meeting need not
be given to any person who may become a shareholder of record after the mailing
of such notice and prior to the meeting, or to any shareholder who attends such
meeting, in person or by proxy or to any shareholder who, in person or by proxy,
submits a signed waiver of notice either before or after such
meeting.  Notice of any adjourned meeting of shareholders need not be
given, unless otherwise required by statute.  (Amendment of
10/20/81.)









Section 5
- Quorum:





(a)
Except as otherwise provided herein, or by statute, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), at all meetings of
shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business.  The withdrawal of any shareholder
after the commencement of a meeting shall have no effect on the existence of a
quorum, after a quorum has been established at such meeting.





(b)
Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of the shares entitled to vote thereon, may adjourn the meeting.  At
any such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called
if a quorum had been present.





Section 6
- Voting:





(a)
Except as otherwise provided by statute or by the Articles of Incorporation, any
corporate action, other than the election of directors to be taken by vote of
the shareholders, shall be authorized by a majority of votes cast at a meeting
of shareholders by the holders of shares entitled to vote thereon.





(b)
Except as otherwise provided by statute or by the Articles of Incorporation, at
each meeting of shareholders, each holder of record of shares of the Corporation
entitled to vote thereat, shall be entitled to one vote for each share
registered in his name on the books of the Corporation.





(c) Each
shareholder entitled to vote, or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in
writing.  No proxy shall be valid after the expiration of eleven
months from the date of its execution, unless the persons executing it shall
have specified therein the length of time it is to continue in
force.  Such instrument shall be exhibited to the Secretary at the
meeting and shall be filed with the records of the Corporation.





(d) Any
resolution in writing, signed by all of the shareholders entitled to vote
thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.





ARTICLE
III - BOARD OF DIRECTORS





Section 1
- Number, Election and Term of Office:





(a) The
number of directors of the Corporation shall be not less than five (5) nor more
than nine (9), unless and until otherwise determined by vote of a majority of
the entire Board of Directors.  (Amendment of 9/23/91.)





(b)
Except as may otherwise be provided herein or in the Articles of Incorporation,
the members of the Board of Directors of the Corporation, who need not be
shareholders, shall be elected by a plurality of the votes cast at a meeting of
shareholders, by the holders of shares entitled to vote in the
election.





(c) Each
director shall hold office until the annual meeting of the shareholders next
succeeding his election, and until his successor is elected and qualified, or
until his prior death, resignation or removal.




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Section 2
- Duties and Powers:





The Board
of Directors shall be responsible for the control and management of the affairs,
property and interests of the Corporation, and may exercise all powers of the
Corporation, except as are in the Articles of Incorporation or by statute
expressly conferred upon or reserved to the shareholders.





Section 3
- Annual and Regular Meetings; Notice:





(a) A
regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the shareholders, at the place of such annual
meeting of shareholders.





(b) The
Board of Directors, from time to time, may provide by resolution for the holding
of other regular meetings of the Board of Directors, and may fix the time and
place thereof.





(c)
Notice of any regular meeting of the Board of Directors shall not be required to
be given and, if given, need not specify the purpose of the meeting; provided,
however, that in case the Board of Directors shall fix or change the time or
place of any regular meeting, notice of such action shall be given to each
director who shall not have been present at the meeting at which such action was
taken within the time limited, and in the manner set forth in paragraph (b) of
Section 4 of this Article III, with respect to special meetings, unless such
notice shall be waived in the manner set forth in paragraph (c) of such Section
4.





Section 4
- Special Meetings; Notice:





(a)
Special Meetings of the Board of Directors shall be held whenever called by the
President or by one of the directors, at such time and place as may be specified
in the respective notices or waivers of notice thereof.





(b)
Notice of special meetings shall be mailed directly to each director, addressed
to him at his residence or usual place of business, at least two (2) days before
the day on which the meeting is to be held, or shall be sent to him at such
place by telegram, radio or cable, or shall be delivered to him personally or
given to him orally, not later than the day before the day on which the meeting
is to be held.  A notice, or waiver of notice, except as required by
Section 8 of this Article III, need not specify the purpose of the
meeting.





(c)
Notice of any special meeting shall not be required to be given to any director
who shall attend such meeting without protesting prior thereto or at its
commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting.  Notice of any adjourned
meeting shall not be required to be given.





Section 5
- Chairman:





At all
meetings of the Board of Directors, the Chairman of the Board, if any and if
present, shall preside.  If there shall be no Chairman, or he shall be
absent, then the President shall preside, and in his absence, a Chairman chosen
by the Directors shall preside.





Section 6
- Quorum and Adjournments:





(a) At
all meetings of the Board of Directors, the presence of a majority of the entire
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Articles of
Incorporation, or by these By-Laws.





(b) A
majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.




Section 7
- Manner of Action:





(a) At
all meetings of the Board of Directors, each director present shall have one
vote, irrespective of the number of shares of stock, if any, which he may
hold.




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(b)
Except as otherwise provided by statute, by the Articles of Incorporation, or by
these By-Laws, the action of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board of
Directors.  Any action authorized, in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the corporation shall be
the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the
Board.





Section 8
- Vacancies:





(a) Any
vacancy in the Board of Directors occurring by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a director
by the shareholders shall be filled by the shareholders at the meeting at which
the removal was effected) or inability of any director to act, or otherwise,
shall be filled for the unexpired portion of the terms by a majority vote of the
remaining directors, though less than a quorum, at any regular or special
meeting of the Board of Directors called for that purpose.  (Amendment
of 1/14/81.)





(b) Any
vacancy in the Board of Directors occurring by reason of an increase in the
number of directors duly created pursuant to Section 1 of this Article shall be
filled until the election of the Board of Directors at the next annual meeting
of the shareholders by a majority vote of the entire Board of
Directors.  (Amendment of 1/14/81.)





Section 9
- Resignation:





Any
director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation.  Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it
effective.





Section
10 - Removal:





Any
director may be removed with or without cause at any time by the shareholders,
at a special meeting of the shareholders called for that purpose, and may be
removed for cause by action of the Board.





Section
11 - Salary:





The Board
of Directors may, by resolution, allow the payment of such fees and expenses to
members of the Board of Directors as the Board, in its discretion, may determine
to be appropriate; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.  (Amendment of
10/20/81.)





Section
12 - Contracts:





(a) No
contract or other transaction between this Corporation and any other corporation
shall be impaired, affected or invalidated, nor shall any director be liable in
any way by reason of the fact that any one or more of the directors of this
Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other corporation, provided that such facts are
disclosed or made known to the Board of Directors.





(b) Any
director, personally and individually, may be a party to or may be interested in
any contract or transaction of this Corporation, and no director shall be liable
in any way by reason of such interest, provided that the fact of such interest
be disclosed or made known to the Board of Directors, and provided that the
Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken.  Such director or directors may
be counted in determining the presence of a quorum at such
meeting.  This Section shall not be construed to impair or invalidate
or in any way affect any contract or other transaction, which would otherwise be
valid under the law (common, statutory or otherwise) applicable
thereto.




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Section
13 - Committees:





The Board
of Directors, by resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive committee and such
other committees, and alternate members thereof, as they deem desirable, each
consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution.  Each
such committee shall serve at the pleasure of the Board.





ARTICLE
IV - OFFICERS





Section 1
- Number, Qualifications, Election and Term of Office:





(a) The
officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable.  Any officer other than the Chairman of
the Board of Directors may be, but is not required to be, a director of the
Corporation.  Any two or more offices may be held by the same person,
except the offices of President and Secretary.





(b) The
officers of the Corporation shall be elected by the Board of Directors at the
regular annual meeting of the Board following the annual meeting of
shareholders.





(c) Each
officer shall hold office until the annual meeting of the Board of Directors
next succeeding his election, and until his successor shall have been elected
and qualified, or until his death, resignation or removal.





Section 2
- Resignation:





Any
officer may resign at any time by giving written notice of such resignation to
the Board of Directors, or to the President or the Secretary of the
Corporation.  Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.





Section 3
- Removal:





Any
officer may be removed, either with or without cause, and a successor elected by
the Board at any time.





Section 4
- Vacancies:





A vacancy
in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.





Section 5
- Duties of Officers:





Officers
of the Corporation shall, unless otherwise provided by the Board of Directors,
each have such powers and duties as generally pertain to their respective
offices as well as such powers and duties as may be set forth in these By-Laws,
or may from time to time be specifically conferred or imposed by the Board of
Directors.  The President shall be the chief executive officer of the
Corporation.





Section 6
- Sureties and Bonds:





In case
the Board of Directors shall so require, any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such sum, and with such
surety or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including responsibility
for negligence and for the accounting for all property, funds or securities of
the Corporation which may come into his hands.





Section 7
- Shares of Other Corporations:





Whenever
the Corporation is the holder of shares of any other corporation, any right or
power of the Corporation as such shareholder (including the attendance, acting
and voting at shareholders' meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corporation by the
President, any Vice President, or such other person as the Board of Directors
may authorize.




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ARTICLE V
- SHARES OF STOCK





Section 1
- Certificate of Stock:





(a) The
Corporation may issue some or all of the shares of any or all of the
Corporation's classes or series of stock without certificates if authorized by
the Board of Directors. The issuance of shares in uncertificated form shall not
affect shares already represented by a certificate until the certificate is
surrendered to the Corporation. Unless otherwise determined by the Board of
Directors, each stockholder, upon written request to the Secretary of the
Corporation, shall be entitled to a certificate or certificates representing
shares of each class of stock held by him in the Corporation. In the event that
the Corporation issues shares of stock represented by certificates, such
certificates shall be in such form as shall be adopted by the Board of
Directors, shall contain any statements and information required by the Maryland
General Corporation Law, and shall be numbered and registered in the order
issued.  Such certificates shall bear the holder's name and the number
of shares, and shall be signed by (i) the Chairman of the Board or the President
or a Vice President, and (ii) the Secretary, or any Assistant Secretary, and may
bear the corporate seal. In the event that the Corporation issues shares of
stock without certificates, the Corporation shall provide to the record holders
of such shares, for so long as the same is required by the Maryland General
Corporation Law, a written statement of the information required by the Maryland
General Corporation Law to be included on stock certificates. There shall be no
differences in the rights and obligations of stockholders based on whether or
not their shares are represented by certificates





(b) No
certificate representing shares shall be issued until the full amount of
consideration therefore has been paid, except as otherwise permitted by
law.





(c) The
Board of Directors may authorize the issuance of fractional shares which shall
entitle the holder to exercise voting rights, receive dividends and participate
in liquidating distributions, in proportion to the fractional holdings; or it
may authorize the payment in cash of the fair value of a fractional share as of
the time when those entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the signature of an officer or agent
of the Corporation, exchangeable as therein provided for full shares, but such
scrip shall not entitle the holder to any rights of a shareholder, except as
therein provided.





Section 2
- Lost or Destroyed Certificates:





The
holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same.  The Corporation may issue a new certificate in
the place of any certificate theretofore issued by it, alleged to have been lost
or destroyed.  On production of such evidence of loss or destruction
as the Board of Directors in its discretion may require, the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new
certificate.  A new certificate may be issued without requiring any
such evidence or bond when, in the judgment of the Board of Directors, it is
proper so to do.





Section 3
- Transfers of Shares:





(a)
Transfers of shares of the Corporation represented by share certificates shall
be made on the share records of the Corporation only by the holder of record
thereof, in person or by his duly authorized attorney, upon surrender for
cancellation to the Corporation or, if the Corporation has a transfer agent, to
the transfer agent of the certificate or certificates representing such shares,
with an assignment or power of transfer endorsed thereon or delivered therewith
duly executed, with such proof of the authenticity of the signature and of
authority to transfer and of payment of transfer taxes as the Corporation or its
agents may require.  Transfers of uncertificated shares shall be made
on the share records of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon delivery to the Corporation or
such transfer agent of an assignment or power of transfer duly executed, with
such proof of the authenticity of the signature and of authority to transfer and
of payment of transfer taxes as the Corporation or its agents may
require.




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(b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.





Section 4
- Record Date:





In lieu
of closing the share records of the Corporation, the Board of Directors may fix,
in advance, a date not exceeding fifty days, nor less than ten days, as the
record date for the determination of shareholders entitled to receive notice of,
or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action.  If no record date is fixed, the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted.  When a determination of
shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date for
the adjourned meeting.





ARTICLE
VI - DIVIDENDS





Subject
to applicable law, dividends may be declared and paid out of any funds available
therefore, as often, in such amount, and at such time or times as the Board of
Directors may determine.





ARTICLE
VII - FISCAL YEAR





The
fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.





ARTICLE
VIII - CORPORATE SEAL





The
corporate seal, if any, shall be in such form as shall be approved from time to
time by the Board of Directors





ARTICLE
IX - INDEMNIFICATION


(Added
new to by-laws 12/1/89 – former Article IX became current Article
X.)





Section 1
- Indemnification of Directors and Officers:





Persons
who are or were directors or officers of the Corporation shall be indemnified by
the Corporation to the fullest extent permitted by the general laws of the State
of Maryland, as now or hereafter in force, including the advance of expenses
under the procedures provided by such laws, in respect to matters arising out of
service in their capacities as directors or officers of the Corporation or
arising out of service at the request of the Corporation in any capacity
(including, but not limited to, as directors, officers, partners, trustees,
agents or employees) of any other organization (including, but not limited to a
direct or indirect subsidiary or affiliate of the Corporation, another foreign
or domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan).





Section 2
- Indemnification of Employees or Agents:





In the
sole discretion of the Corporation, persons who are or were employees or agents
of the Corporation may be indemnified by the Corporation to any extent permitted
by the general laws of the State of Maryland, as now or hereafter in force,
including the advance of expenses, in respect to matters arising out of service
in their capacities as employees or agents of the Corporation or arising out of
service at the request of the Corporation in any capacity (including, but not
limited, as directors, officers, partners, trustees, agents or employees) of any
other organization (including, but not limited to, a direct or indirect
subsidiary or affiliate of the Corporation, another foreign or domestic
corporation, partnership joint venture, trust, other enterprise or employee
benefit plan).




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Section 3
- Determinations:





(a)           With
respect to persons who are or were directors or officers of the Corporation, any
determination as to whether such person is entitled to indemnification under
Section 1 above, including the advance of expenses, shall be made by independent
legal counsel retained by the Corporation and appointed by either the Board of
Directors or the Chief Executive Officer.  Any determination by such
independent legal counsel to deny indemnification, including the advance of
expenses, shall be subject at the request of the person who is denied
indemnification, including the advance of expenses, to de novo review in any
court that is appropriate under the general of laws of the State of Maryland or
other applicable statutory or decisional law, as now or hereafter in
force.





(b)           With
respect to persons who are or were employees or agents of the Corporation, any
determination by the Corporation under Section 2 above shall be made
by:





(i) the
Board of Directors or any committee designated by the Board of
Directors;





(ii) the
Chief Executive Officer; or





(iii) at
the request of the Board of Directors, any committee designated by the Board of
Directors or the Chief Executive Officer, by independent legal counsel retained
by the Corporation and appointed by the Board of Directors, any committee
designated by the Board of Directors or the Chief Executive
Officer.





Section 4
- General:





The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or who, while
a director, officer, employee or agent of the Corporation, is or was serving at
the request of the Corporation in any capacity (including, but not limited to,
as a director, officer, partner, trustee, employee or agent) of any other
organization (including but not limited to, a direct or indirect subsidiary or
affiliate of the Corporation, another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan)
against any liability asserted against or incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Corporation would have the power to indemnify such person under the general laws
of the State of Maryland or other applicable statutory or decisional law, as now
or hereafter in force.  The Corporation may provide similar
protection, including a trust fund, letter of credit or surety bond, not
inconsistent with the general laws of the State of Maryland or other applicable
statutory or decisional law, as now or hereafter in force.





Section 5
- Effect of Amendment or Repeal:





No
amendment of the by-laws of the Corporation or repeal of any of its provisions
shall limit or eliminate the benefits provided to directors, officers, employees
or agents of the Corporation under this Article Ninth with respect to any act or
omission that occurred prior to such amendment or repeal.





ARTICLE X
- AMENDMENTS





Section 1
- By Shareholders:





All
by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of directors.





Section 2
- By Directors:





The Board
of Directors shall have power to make, adopt, alter, amend and repeal, from time
to time, by-laws of the Corporation; provided, however, that the shareholders
entitled to vote with respect thereto as in this Article X above-provided may
alter, amend or repeal by-laws made by the Board of Directors, except that the
Board of Directors shall have no power to change the quorum for meetings of
shareholders or of the Board of Directors, or to change any provisions of the
by-laws with respect to the removal of directors or the filling of vacancies in
the Board resulting from the removal by the shareholders.  If any
by-laws regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors, the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.





CORPORATE
SEAL





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