AMENDMENTS TO BYLAWS OF RMS TITANIC, INC.

         I, G. MICHAEL HARRIS,  do hereby certify that I am the duly elected and
qualified   Secretary  of  RMS  Titanic,   Inc.,  a  Florida   corporation  (the
"Corporation"),  and hereby certify that the Corporation through the approval of
all of its Board of Directors  taken at a Special  Meeting of Directors  held on
January 18,  2000,  hereby adopt the  following  modifications,  amendments  and
deletions to its Bylaws to be effective  immediately  upon adoption by the Board
of  Directors.  Each of these  amendments,  modifications  or  deletions  to the
Corporation's  Bylaws shall be considered  independent  of each other and if any
such  amendment,  deletion  or  modification  is  considered  void or  otherwise
overturned  by a court  of  competent  jurisdiction,  then all  other  remaining
modifications,  deletions  or additions to the Bylaws shall remain in full force
and effect, it being the intent that each modification, amendment or deletion be
considered independent. The text of the amendments,  modifications and deletions
to the Corporation's Bylaws are as follows:

                      ARTICLE II. MEETINGS OF SHAREHOLDERS

         Section 3.  captioned  Special  Meetings  is deleted  in its  entirely
and replaced with the following provision.

         SECTION 3. SPECIAL  MEETINGS.  Special meetings of the shareholders may
         be called for any purpose or purposes by the Board of Directors, by the
         Chairman  of the Board or by the  President  of the  Corporation  or as
         otherwise   provided  by  law.   Special  meetings  may  be  called  by
         shareholders  owning fifty percent (50%) of the shares of capital stock
         of the  Corporation  issued and  outstanding and entitled to vote. Only
         such business as is stated in the written  notice of a special  meeting
         may be acted upon thereat.

         Section 5.  captioned  Closing of Transfer Books and Fixing Record Date
is amended by adding the following sentences at the end of Section 5

         "The list shall be prima facie evidence as to who are the  shareholders
         entitled  to  examine  such  list  or to vote  at any  meeting.  If the
         requirements  of this Section have not been complied  with, the meeting
         shall,  upon the demand of any  stockholder  in person or by proxy,  be
         adjourned until the requirements  are complied with.  Failure to comply
         with the  requirements of this Section shall not affect the validity of
         any  action  taken  at such  meeting  prior to the  making  of any such
         demand."

         Section 7. captioned Quorum is amended by adding the following
paragraph to Section 7.

         When any meeting is convened the presiding officer,  if directed by the
         Board, may adjourn the meeting if the Board determines that adjournment
         is necessary or appropriate to enable the  shareholders (i) to consider
         fully  information  which  the  Board  determines  has  not  been  made
         sufficiently  or timely  available to shareholders or (ii) otherwise to
         exercise  effectively  their voting rights.  Prior to the time when any
         meeting is convened the officer who would be the  presiding  officer at
         such meeting, if directed by the Board, may postpone the meeting if the
         Board determines that adjournment is necessary or appropriate to enable
         the  shareholders  (a) to consider  fully  information  which the Board
         determines  has not been  made  sufficiently  or  timely  available  to
         shareholders  or (b)  otherwise  to exercise  effectively  their voting
         rights.

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         A new Section 4. is added to Article II replacing the current Section 4
and shall read as follows:

         SECTION 4. ADVANCE  NOTICE OF BUSINESS TO BE TRANSACTED AT  STOCKHOLDER
         MEETINGS.  No business may be transacted  at a meeting of  shareholders
         other than the business  that is either (a)  specified in the notice of
         meeting (or any  supplement  thereto)  given by or at the action of the
         Board of Directors  (or any duly  authorized  committee  thereof),  (b)
         otherwise properly brought before the meeting by or at the direction of
         the Board of Directors (or any duly  authorized  committee  thereof) or
         (c) otherwise  properly  brought before the meeting by the shareholders
         of the  Corporation  in accordance  with the provisions of these Bylaws
         (as amended).

         In addition to any other  applicable  requirements,  for business to be
         properly brought before a meeting by a stockholder,  such  shareholders
         must have given  timely  notice  thereof in proper  written form to the
         Secretary of the Corporation.

         To be timely, a stockholder's notice to the Secretary must be delivered
         to or mailed and  received at the  principal  executive  offices of the
         Corporation not less than forty-five (45) days nor more than sixty (60)
         days prior to the date of the meeting of shareholders.

         To be in proper  written form a  stockholder's  notice to the Secretary
         must set forth as to each  matter  such  stockholder  proposes to bring
         before the meeting (i) a brief  description of the business  desired to
         be brought  before the  meeting and the  reasons  for  conducting  such
         business  at the  meeting,  (ii) the name and  record  address  of such
         stockholder,  (iii) the class or series and number of shares of capital
         stock of the Corporation  which are owned  beneficially or of record by
         such   stockholder,   (iv)  a  description  of  all   arrangements   or
         understandings between such stockholder and any other person or persons
         (including  their  names)  in  connection  with  the  proposal  of such
         business  by  such  stockholder  and  any  material  interest  of  such
         stockholder of such business, (v) if the Corporation is a Section 12(g)
         reporting  company  under  the  Securities  Exchange  Act of  1934,  as
         amended,  all  information  as required by Schedule  14A under this Act
         (i.e.,  the  proxy  rules),   and  (vi)  a  representation   that  such
         stockholder  intends  to appear  in  person  or by proxy at the  annual
         meeting to bring such business before the meeting.

         No business  shall be  conducted  at a meeting of  shareholders  except
         business  brought before the meeting in accordance  with the procedures
         set forth in this Article II. Section 4, provided,  however, that, once
         business has been  properly  brought  before the meeting in  accordance
         with such  procedures,  nothing in this Article II.  Section 4 shall be
         deemed to preclude  discussion by any stockholder of any such business.
         If the Chairman of a meeting  determines that business was not properly
         brought before the meeting in accordance with the foregoing procedures,
         the  Chairman  shall  declare at the meeting  that the business was not
         properly  brought  before the  meeting and such  business  shall not be
         transacted.

                             ARTICLE III. DIRECTORS

         Section 4 captioned Removal of Directors is amended to read as follows:


<PAGE>

                  Except as  otherwise  provided  by law or the  Certificate  of
                  Incorporation,  any  director or the entire board of directors
                  may be  removed,  with or  without  cause,  by the  holders of
                  eighty percent (80%) of the shares then entitled to vote at an
                  election of directors.

         A new Section 12. is added to Article III. and shall read as follows:

                  SECTION  12.   NOMINATION  OF  DIRECTORS  AND  ADVANCE  NOTICE
                  THEREOF. Only persons who are nominated in accordance with the
                  following   procedures  shall  be  eligible  for  election  as
                  directors  of the  Corporation,  nominations  of  persons  for
                  election to the Board of  Directors  may be made at any annual
                  meeting  of  shareholders,   or  at  any  special  meeting  of
                  shareholders called for the purpose of electing directors, (a)
                  by or at the  direction of the board of Directors (or any duly
                  authorized  committee  thereof) or (b) by the  shareholders of
                  the  Corporation  in  accordance  with the  provisions  of the
                  Bylaws (as amended)

                  In  addition  to  any  other  applicable  requirements,  for a
                  nomination to be made by a stockholder,  such stockholder must
                  have given timely notice thereof in proper written form to the
                  Secretary of the Corporation.

                  To be timely, a stockholder's  notice to the Secretary must be
                  delivered to or mailed and received at the principal executive
                  offices of the  Corporation not less than forty-five (45) days
                  nor more than sixty (60) days prior to the date of the meeting
                  of shareholders.

                  To be in proper  written form, a  stockholder's  notice to the
                  Secretary  must  set  forth  (a) as to each  person  whom  the
                  stockholder  proposes to nominate  for  election as a director
                  (i) the name, age,  business address and residence  address of
                  the person, (ii) the principal occupation or employment of the
                  person  (iii)  the  class or  series  and  number of shares of
                  capital stock of the Corporation which are owned  beneficially
                  or of record  by the  person  and (iv) any  other  information
                  relating to the person that would be required to be  disclosed
                  in a proxy  statement or other filings  required to be made in
                  connection  with  solicitations  of proxies  for  election  of
                  directors  pursuant to Section 14 of the  Securities  Exchange
                  Act of 1934, as amended (the  "Exchange  Act"),  and the rules
                  and  regulations  promulgated  thereunder;  and  (b) as to the
                  stockholder  giving the notice (i) the name and record address
                  of such  stockholder,  (ii) the class or series  and number of
                  shares of  capital  stock of the  Corporation  which are owned
                  beneficially  or  of  record  by  such  stockholder,  (iii)  a
                  description of all arrangements or understandings between such
                  stockholder and each proposed  nominee and any other person or
                  persons   (including   their  names)  pursuant  to  which  the
                  nomination(s)  are to be  made  by  such  stockholder,  (iv) a
                  representation  that  such  stockholder  intends  to appear in
                  person or by proxy at the  meeting  to  nominate  the  persons
                  named in its notice and (v) any other information  relating to
                  such  stockholder  that would be required to be disclosed in a
                  proxy  statement  or  other  filings  required  to be  made in
                  connection  with  solicitations  of proxies  for  election  of
                  directors  pursuant to Article II,  Section 14 of the Exchange
                  Act and the rules and regulations promulgated thereunder. Such
                  notice  must  be  accompanied  by a  written  consent  of each
                  proposed nominee to being named as a nominee and to serve as a
                  director if elected.


<PAGE>

                  No person  shall be eligible for election as a director of the
                  Corporation unless nominated in accordance with the procedures
                  set froth in this Article III.  Section 12. If the Chairman of
                  the  meeting  determines  that a  nomination  was not  made in
                  accordance with the foregoing  procedures,  the Chairman shall
                  declare to the meeting that the  nomination  was defective and
                  such defective nomination shall be disregarded.

         Article  XII.  Section  10.  captioned  Action by  Consent is amended
by deleting the current language and adding the following paragraph:

         "Any action by written  consent of  shareholders  must be signed by the
         holders of eighty  percent (80%) of the  outstanding  stock entitled to
         vote if such  action is for the  removal of any  director or the entire
         Board of  Directors.  Any written  consent  solicitation  must strictly
         comply  with the  requirements  of  Chapter  607.07,04  of the  Florida
         General Corporation Law. All stockholder written consent  solicitations
         must contain the  information  described  in Article II,  Section 4 and
         Article  III  Section  12. of the  Bylaws  (as  amended  hereby)  to be
         effective.  Failure to include the information  described in Article II
         Section 4,  Article III.  Section 12. shall result in such  stockholder
         consent  solicitation  being  considered void. It is the intent of this
         Bylaw modification to provide all shareholders  sufficient  information
         to consider  fully the proposals to be acted upon the  shareholders  so
         that the shareholders  may effectively  exercise their voting rights by
         having the same information made available to shareholders in a written
         consent solicitation that would otherwise be made available in a notice
         of a meeting pursuant to the provisions of these Bylaws (as amended)."


         Article XIII.  captioned  Amendments is amended by deleting the current
language and adding the following provision.

                  "Shareholders  of the  Corporation  shall  have  the  power to
                  alter,  repeal,  amend  or  rescind  these  Bylaws;  provided,
                  however,  that the  affirmative  vote of at  least  two-thirds
                  (2/3's) of the outstanding shares of the Corporation  entitled
                  to vote thereon,  voting together as a single class,  shall be
                  required for shareholders of the Corporation to adopt,  amend,
                  alter, repeal or rescind the Bylaws."

         I hereby  certify  that the  above  is a true and  correct  copy of the
Amendments to Bylaws of RMS Titanic,  Inc. duly adopted at a Special  Meeting of
the Board of Directors held at 17 Battery  Place,  Suite 203, New York, New York
on January 18, 2000.




                               G. Michael Harris
                               Director, Secretary



                               Arnie Geller
                               Director,
                               President and Chief Executive Officer

                              (SEAL)