EXHIBIT 3.2


                                     BY-LAWS

                                       of

                                  RADYNE CORP.



                               ARTICLE I - OFFICES


     The principal  office of the  corporation  shall be at such location as the
directors  shall  from time to time  determine.  The  corporation  may also have
offices at such  other  places  within or  without  the State of New York as the
board may from time to time  determine  or the business of the  corporation  may
require.


                            ARTICLE II - SHAREHOLDERS


1.   PLACE OF MEETINGS.

     Meetings  of  shareholders  shall be held at the  principal  office  of the
corporation  or at such  place  within or  without  the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     An annual meeting of shareholders for the purpose of electing directors and
of transacting such other business as may come before it shall be held each year
at such date, time and place, either within or without the State of New York, as
may be specified by the board of directors.

3.   SPECIAL MEETINGS.

     Special  meetings of the  shareholders may be called by the board or by the
president  and shall be called by the  president or the secretary at the request
in writing of a majority of the board or at the request of  shareholders  owning
ten percent (10%) or more of the shares issued and  outstanding  and entitled to
vote at such a meeting.  Such request shall state the purpose or purposes of the
proposed meeting.  Business transacted at a special meeting shall be confined to
the purposes stated in the notice.

     If a special  meeting  is called by any  person or  persons  other than the
board,  the request shall be in writing,  specifying  the general  nature of the
business proposed to be transacted, and shall be delivered personally or sent by
registered  mail  or by  telegraphic  or  other  facsimile  transmission  to the
chairman of the board,  the chief  executive  officer,  or the  secretary of the
corporation.  The board shall determine the time of such special meeting,  which
shall be held not less than  thirty-five  (35) nor more than one hundred  twenty
(120) days after the date of the receipt of the request.  Upon  determination of
the time of the meeting, the officer receiving the request shall cause notice to
be given to the stockholders entitled to vote, in accordance with the provisions
of Section 5 of Article II of these  by-laws.  If the notice is not given within
sixty  (60)  days  after the  receipt  of the  request,  the  person or  persons
requesting  the  meeting  may set the time and place of the meeting and give the
notice.  Nothing  contained  in this  paragraph  shall be construed as limiting,
fixing or affecting the time when a meeting of stockholders  called by action of
the board may be held.


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4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any  adjournment  thereof,  or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining  shareholders  entitled  to receive  payment of any  dividend or the
allotment of any rights, or for the purpose of any other action, the board shall
fix,  in  advance,  a date as the  record  date  for any such  determination  of
shareholders. Such date shall not be more than sixty (60) nor less than ten days
before  the date of such  meeting,  nor more than  sixty  (60) days prior to any
other  action.  If no record date is fixed it shall be  determined in accordance
with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of  shareholders  shall state the purpose or
purposes  for which the  meeting  is  called,  the  place,  date and hour of the
meeting and unless it is the annual  meeting,  shall  indicate  that it is being
issued by or at the  direction  of the person or persons  calling  the  meeting.
Notice shall be given either personally or by mail to each shareholder  entitled
to vote at such meeting,  not less than ten nor more than sixty (60) days before
the date of the  meeting.  If action is proposed to be taken that might  entitle
shareholders  to payment for their shares,  the notice shall include a statement
of that  purpose  and to that  effect.  If  mailed,  the  notice  is given  when
deposited in the United States mail, with postage thereon  prepaid,  directed to
the shareholder at his address as it appears on the record of shareholders,  or,
if he shall have filed with the secretary a written  request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any  shareholder  who signs a waiver
of  notice,  in person or by proxy,  whether  before or after the  meeting.  The
attendance  of any  shareholder  at a  meeting,  in person or by proxy,  without
protesting  prior to the  conclusion  of the  meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise,  the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business,  provided that when
a  specified  item of business is required to be voted on by a class or classes,
the  holders  of a  majority  of the  shares  of such  class  or  classes  shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once  present to  organize a meeting,  it is not broken by
the subsequent withdrawal of any shareholders.

     The  shareholders  present may adjourn the meeting despite the absence of a
quorum.

8.   PROXIES.

     Every  shareholder  entitled  to vote at a meeting  of  shareholders  or to
express  consent or dissent  without a meeting may authorize  another  person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his  attorney-in-fact.  No
proxy shall be valid after  expiration  of eleven  months from the date  thereof
unless  otherwise  provided in the proxy.  Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.


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9.   QUALIFICATION OF VOTERS.

     Every  shareholder  of  record  shall  be  entitled  at  every  meeting  of
shareholders  to one vote for every share  standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except  as  otherwise   required  by  statute  or  by  the  certificate  of
incorporation;

     (a)  directors  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;

     (b) all other  corporate  action shall be  authorized  by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any  action  that may be taken by vote may be taken  without a  meeting  on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding  shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for the in the certificate of incorporation.


                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of  incorporation  the business
of the  corporation  shall be  managed by its board of  directors,  each of whom
shall be at least 18 years of age and need not be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors  shall be increased or decreased  from time to time
to a number between three and ten by resolution of the board of directors or the
shareholders.  When all of the shares are owned by less than three shareholders,
the number of  directors  may be less than three but not less than the number of
shareholders.

3.   ELECTION AND TERM OF DIRECTORS.

     At each  annual  meeting of  shareholders,  the  shareholders  shall  elect
directors to hold office until the next annual meeting. Each director shall hold
office  until the  expiration  of the term for which he is elected and until his
successor  has been elected and  qualified,  or until his prior  resignation  or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may be  filled  by a vote  of a  majority  of the
directors  then in office,  although less than quorum exists,  unless  otherwise
provided in the certificate of incorporation.  Vacancies  occurring by reason of
the  removal  of  directors  without  cause  shall  be  filled  by  vote  of the
shareholders  unless otherwise  provided in the certificate of incorporation.  A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.


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5.   REMOVAL OF DIRECTORS.

     Any or all of the  directors  may be  removed  for  cause  by  vote  of the
shareholders  or by action of the board.  Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director  may resign at any time by giving  written  notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice,  the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise  provided in the certificate of incorporation,  a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless  otherwise  required by law, the vote of a majority of the directors
present at the time of the vote,  if a quorum is present at such time,  shall be
the act of the board.  Each director  present shall have one vote  regardless of
the number of shares, if any, which he may hold.

9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other  places,  either  within or without the State of New York,  as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held  immediately  following
the  annual  meeting  of  shareholders  at the place of such  annual  meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a) Regular  meetings of the board may be held without  notice at such time
and place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the  directors  and may be called by the  president
upon three days notice to each director either personally or by mail or by wire;
special  meetings shall be called by the president or by the secretary in a like
manner on written  request  of two  directors.  Notice of a meeting  need not be
given to any director who submits a waiver of notice whether before or after the
meeting or who attends the meeting  without  protesting  prior thereto or at its
commencement, the lack of notice to him.

     (b) A  majority  of the  directors  present,  whether  or not a  quorum  is
present,  may  adjourn  any  meeting  to another  time and place.  Notice of the
adjournment  shall be given  all  directors  who were  absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president,  or in his absence,  a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board,  by resolution  adopted by a majority of the entire  board,  may
designate  from among its


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members an executive committee and other committees, each consisting of three or
more directors. Each such committee shall serve at the pleasure of the board.

14.  COMPENSATION.

     Directors  who  are  not  salaried  officers  of  the  corporation  or  any
subsidiary thereof shall receive their expenses of actual attendance at meetings
of the board or any committee  thereof and such fixed sum per meeting  attended,
such fixed  annual sum and/or  such  other  compensation,  including  options to
purchase the  corporation's  stock,  as shall be determined from time to time by
resolution of the board. Nothing herein contained shall be construed to preclude
any director from serving the  corporation  in any other  capacity and receiving
compensation therefor.

15.  TELEPHONE MEETING.

     Any  one  or  more  members  of the  Board  or any  Committee  thereof  may
participate  in a meeting of such Board or  Committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participating in the meeting
by such means shall constitute presence in person at such meeting of the Board.

                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation,  the
board may elect or appoint a president, one or more vice presidents, a secretary
and a treasurer,  and such other  officers as it may  determine,  who shall have
such duties, powers and functions as hereinafter provided.

     (b) All  officers  shall be elected or  appointed  to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer  shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any  officer  elected or  appointed  by the board may be removed by the
board with or without cause.

     (b) In the event of the death,  resignation  or removal of an officer,  the
board in its  discretion  may elect or appoint a successor to fill the unexpired
term.

     (c) Any two or more  offices  may be held by the same  person,  except  the
offices of president and secretary. When all of the issued and outstanding stock
of the  corporation  is owned by one  person,  such  person  may hold all or any
combination of offices.

     (d) The salaries of all officers shall be fixed by the board.

     (e) The directors may require any officer to give security for the faithful
performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive  officer of the corporation;  he
shall  preside at all meetings of the  shareholders  and of the board;  he shall
have the  management of the business of the  corporation  and shall see that


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all orders and resolutions of the board are carried into effect.

4.   VICE PRESIDENTS.

     During the absence or disability of the president,  the vice president,  or
if there are more than one, the  executive  vice  president,  shall have all the
powers and functions of the president.  Each vice  president  shall perform such
other duties as the board shall prescribe.

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and  minutes of all  proceedings  in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe  custody the seal of the  corporation  and affix it to any
instrument when authorized by the board;

     (e) when  required,  prepare or cause to be prepared and  available at each
meeting of shareholders a certified list in  alphabetical  order of the names of
shareholders  entitled to vote thereat,  indicating the number of shares of each
respective class held by each;

     (f) keep all the  documents and records of the  corporation  as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT SECRETARIES.

     During the absence or disability of the secretary, the assistant secretary,
or if there are more than one, the one so  designated by the secretary or by the
board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate  accounts of receipts and  disbursements  in the
corporate books;

     (c) deposit all money and other  valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the  corporation  as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as treasurer and
of the financial condition of the corporation;



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     (f)  render  a  full  financial   report  at  the  annual  meeting  of  the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request,  with
such reports and  statements as he may require as to all financial  transactions
of the corporation;

     (h) perform  such other  duties as are given to him by these  by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT TREASURER.

     During the absence or disability of the treasurer, the assistant treasurer,
or if there are more than one, the one so  designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

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

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation  shall be represented by  certificates.  They
shall be  numbered  and  entered  in the  books of the  corporation  as they are
issued.  They shall exhibit the holder's name and the number of shares and shall
be  signed  by the  president  or a  vice-president  and  the  treasurer  or the
secretary and shall bear the corporate seal.

2.   LOST OR DESTROYED CERTIFICATES.

     The board may  direct a new  certificate  or  certificates  to be issued in
place of any certificate or certificates  theretofore issued by the corporation,
alleged to have been lost or destroyed,  upon the making of an affidavit of that
fact by the  person  claiming  the  certificate  to be lost or  destroyed.  When
authorizing such issue of a new certificate or  certificates,  the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such  lost or  destroyed  certificate  or  certificates,  or his  legal
representative,  to advertise the same in such manner as it shall require and/or
give the  corporation  a bond in such sum and with such surety or sureties as it
may  direct  as  indemnity  against  any  claim  that  may be made  against  the
corporation  with  respect  to the  certificate  alleged  to have  been  lost or
destroyed.

3.   TRANSFERS OF SHARES.

     (a)  Upon  surrender  to the  corporation  or  the  transfer  agent  of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the  transfer  book of the  corporation  which  shall  be kept at its  principal
office.

     (b) The corporation  shall be entitled to treat the holder of record of any
share as the  holder in fact  thereof  and,  accordingly,  shall not be bound to
recognize  any equitable or other claim to or interest in such share on the part
of any  other  person  whether  or not it shall  have  express  or other  notice
thereof, except as expressly provided by the laws of New York.



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4.   CLOSING TRANSFER BOOKS.

     The board  shall  have the power to close the share  transfer  books of the
corporation  for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders'  meeting, or (2) any date upon which
shareholders  shall be called upon to or have a right to take  action  without a
meeting,  or (3) any date fixed for the  payment of a dividend or any other form
of distribution,  and only those shareholders of record at the time the transfer
books are closed,  shall be  recognized as such for the purpose of (1) receiving
notice of or voting at such meeting,  or (2) allowing  them to take  appropriate
action,  or (3)  entitling  them  to  receive  any  dividend  or  other  form or
distribution.

                             ARTICLE VI - DIVIDENDS


     Subject  to the  provisions  of the  certificate  of  incorporation  and to
applicable law,  dividends on the  outstanding  shares of the corporation may be
declared in such  amounts and at such time or times as the board may  determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation  available for dividends such sum or sums as the board from time
to time in its  absolute  discretion  deems  proper  as a  reserve  fund to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property of the corporation,  or for such other purpose as the board shall think
conducive  to the  interests  of the  corporation,  and the board may  modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL


     The seal of the corporation  shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal, New
York."  The seal  may be used by  causing  it to be  impressed  directly  on the
instrument or writing to be sealed, or upon adhesive  substance affixed thereto.
The seal on the certificates  for shares or on any corporate  obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS


     All corporate  instruments and documents shall be signed or  countersigned,
executed,  verified or  acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                   ARTICLE IX - FISCAL YEAR; BOOKS AND RECORDS

1.   FISCAL YEAR

     The corporation's fiscal year shall be determined by the board of directors
from time to time.

2.   EXAMINATION OF BOOKS AND RECORDS

     Any shareholder of record of the  corporation,  upon written demand stating
the  purpose  thereof,  shall have the right to inspect in person or by agent or
attorney,  at any reasonable  time,  during usual business hours, for any proper
purpose,   the  accounting   books  and  records  of  the  corporation  and  its
subsidiaries and the minutes of the proceedings of the board of directors of the
corporation or any subsidiary of the  corporation,  and the committees  thereof,
and to make copies or extracts therefrom.  A proper purpose shall mean a purpose
reasonably related to such person's interest as a shareholder. Holders of voting
trust  certificates  representing  stock of the corporation shall be regarded as
shareholders  for the purpose of this  subsection.  In every  instance  where an
attorney or other  agent shall be the person who seeks the right to  inspection,
the demand  shall be  accompanied  by a power of attorney or such other  writing
which  authorizes  the  attorney  or  other  agent  to so act on  behalf  of the
shareholder.  The demand shall be directed to the  corporation  at its principal
office.



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             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION


     Reference  to the  certificate  of  incorporation  in these  by-laws  shall
include all amendments thereto or changes thereof unless specifically excepted.


                           ARTICLE XI - BY-LAW CHANGES


AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise  provided in the certificate of  incorporation  the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors.  By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended  by the  shareholders  entitled  to vote  thereon as  hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board,  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.


                          ARTICLE XII - INDEMNIFICATION


     The  corporation  shall  indemnify  its officers and  directors to the full
extent permitted by Article VII of the New York Business Corporation Law.


Amended and Restated as of March 2, 1999.



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