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                                                                     Exhibit 3.2

                           LOWRANCE ELECTRONICS, INC.

                                     BYLAWS

                                    ARTICLE I

                                     Office

         Section 1. Registered Office. Its registered office shall be located in
the State of Delaware, County of New Castle, in the City of Wilmington, at
Corporation Trust Center, 1209 Orange Street, and the name of its registered
agent shall be The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, Delaware.

         Section 2. Other Offices. The Corporation may also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

         Section 1. Location. All meetings of the Stockholders shall be held at
the registered office of the Corporation in Wilmington, Delaware or at its
principal offices in Tulsa, Oklahoma, or such other place as shall be
determined, from time to time, by the Board of Directors, and the time and place
of such meetings shall be stated in the notice of the meeting, or in a duly
executed Waiver of Notice thereof.

         Section 2. Annual Meeting. An Annual Meeting of the Stockholders shall
be held on the second Tuesday of December of each year, commencing with the year
1987, if not a legal holiday, and if a legal holiday, then on the next secular
day following, at 10:00 a.m., at which time they shall elect by a plurality
vote, by ballot, a Board of Directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Notice of Annual Meeting. Written notice of the Annual
Meeting shall be served upon or mailed to each Stockholder entitled to vote
thereat at such address as appears on the books of the Corporation, at least ten
(10) days prior to the meeting.

         Section 4. Election of Directors. At least ten (10) days before every
election of Directors, a complete list of the Stockholders entitled to vote at
said election, arranged in alphabetical order, with the residence of each and
the number of voting shares held by each, shall be prepared by the Secretary or
Assistant Secretary. Such list shall be open to the examination of any
Stockholder at the Company's executive offices at 12000 East Skelly Drive,
Tulsa, Oklahoma, for said ten (10) days and shall be produced and kept at the
time and place of election during the whole time thereof, and subject to the
inspection of any Stockholder who may be present.

         Section 5. Special Meetings. Special meetings of Stockholders may be
called at any time only as provided in the Certificate of Incorporation. Any
such call must specify the matter or matters to be acted upon at such meeting
and only such matter or matters shall be acted upon thereat.

         Section 6. Notice of Special Meetings. Written notice of a Special
Meeting of Stockholders, stating the time and place and object thereof, shall be
served upon or mailed to each Stockholder entitled to vote thereat at such
address as appears on the books of the Corporation, at least ten (10) days
before such meeting.

         Section 7. Business at Special Meetings. Business transacted at all
Special Meetings shall be confined to the objects stated in the call.

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         Section 8. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, by the Certificate of Incorporation or by these Bylaws. If, however,
such quorum shall not be present or represented at any meeting of the
Stockholders, the Stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

         Section 9. Majority Vote. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes a different vote is required in which case such express provisions
shall govern and control the decision of such question.

         Section 10. Proxies. At any meeting of the Stockholders, every
Stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such Stockholder and
bearing a date not more than three (3) years prior to said meeting, unless said
instrument provides for a longer period. Each Stockholder shall have one (1)
vote for each share of stock having voting power, registered in his name on the
books of the Corporation. No share of stock shall be voted on at any election of
Directors which shall have been transferred on the books of the Corporation
within twenty (20) days next preceding such election of Directors, except where
the transfer books of the Corporation shall have been closed or a date shall
have been fixed as a record date for the determination of its Stockholders
entitled to vote.

         Section 11. Polls. At each meeting of the Stockholders, the polls shall
be opened and closed. The proxies and the ballots shall be received and taken in
charge and all questions touching the qualifications of voters and the validity
of proxies and the acceptance or rejection of votes shall be decided by three
(3) inspectors. Such inspectors shall be appointed by the Board of Directors
before or at the meeting, or if no such appointment shall have been made, then
by the Chief Executive Officer at the meeting. If, for any reason, any of the
inspectors previously appointed shall fail to attend or refuse or be unable to
serve, inspectors in place of any so failing to attend or refusing or unable to
attend shall be appointed in like manner.

         Section 12. Certain Rules of Procedure Relating to Stockholder
Meetings. All stockholder meetings, annual or special, shall be governed in
accordance with the following rules:

         (i)      Only Stockholders of record will be permitted to present
                  motions from the floor at any meeting of stockholders.

         (ii)     The chairman of the meeting shall preside over and conduct the
                  meeting in a fair and reasonable manner, and all questions of
                  procedure or conduct of the meeting shall be decided solely by
                  the chairman of the meeting. The chairman of the meeting shall
                  have all power and authority vested in a presiding officer by
                  law or practice to conduct an orderly meeting. Among other
                  things, the chairman of the meeting shall have the power to
                  adjourn or recess the meeting, to silence or expel persons to
                  insure the orderly conduct of the meeting, to declare motions
                  or persons out of order, to prescribe rules of conduct and an
                  agenda for the meeting, to impose reasonable time limits on
                  questions and remarks by any stockholder, to limit the number
                  of questions a stockholder may ask, to limit the nature of
                  questions and comments to one subject matter at a time as
                  dictated by any agenda for the meeting, to limit the number of
                  speakers or persons addressing the chairman of the meeting or
                  the meeting, to determine when the polls shall be closed, to
                  limit the attendance at the meeting to stockholders of record,
                  beneficial owners of stock who present letters from the record
                  holders confirming their status as beneficial owners,

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                  and the proxies of such record and beneficial holders, and to
                  limit the number of proxies a stockholder may name.

                                   ARTICLE III

                                    Directors

         Section 1. Number, Term of Office, and Election. The board of directors
shall consist of four (4) members, or such greater number determined from time
to time by resolution of the Board of Directors. The directors of the
Corporation shall be elected annually by the shareholders and shall hold office
until the next annual meeting of shareholders and until their respective
successors are duly elected and qualified. Directors need not be Stockholders.

         Section 2. Resignation and Removal. Any director may resign at any time
by giving written notice of his or her resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective is not specified therein, it shall take effect
immediately upon its receipt by the President or the Secretary; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Subject to the limitations imposed by applicable
law, the holders of a majority of the shares then entitled to vote at an
election of directors may remove a director or directors (or all directors) at
any time, with or without cause.

         Section 3. Vacancies. Vacancies, by death, resignation, removal or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors, or
the sole remaining director, then in office, though less than a quorum; and the
director(s) chosen shall hold office until the next election of directors when
their successor(s) are duly elected, unless sooner displaced.

         Section 4. Nominating Procedure for Directors and Qualifications.

         (a)      Nominating Procedure. Nominations for the election of
                  directors may be made by the Board of Directors or a committee
                  appointed by the Board of Directors or by any stockholder
                  entitled to vote in the election of directors generally.
                  However, any stockholder entitled to vote in the election of
                  directors generally may nominate one or more persons for
                  election as directors at a meeting or stockholders only if
                  written notice of such stockholder's intent to make such
                  nomination or nominations has been given to the Secretary of
                  the Corporation not later than (1) with respect to an election
                  to be held at an annual meeting of stockholders, at least
                  sixty (60) days in advance of such meeting and (2) with
                  respect to an election to be held at a special meeting of
                  stockholders, no later than seven (7) days after the date on
                  which notice of such meeting was first sent to stockholders.
                  Each such notice shall set forth (1) the name, age, residence
                  address and business address of the nominating stockholder and
                  of the person or persons to be nominated; (ii) a
                  representation that the nominating stockholder is a holder of
                  record of stock of the Corporation entitled to vote at such
                  meeting and intends to appear in person or by proxy at the
                  meeting to nominate the person or persons specified in the
                  notice; (iii) a description of all arrangements or
                  understandings between the nominating stock-holder and each
                  nominee and any other person or persons (naming such person or
                  persons) pursuant to which the nomination or nominations are
                  to be made by the stockholder or such nominees are to be
                  elected; (iv) such other information regarding each nominee
                  proposed by such stockholder as would be required to be
                  included in a proxy statement filed pursuant to the proxy
                  rules of the Securities and Exchange Commission, had the
                  nominee been nominated, or intended to be nominated, by the
                  Board of Directors or a committee thereof; (v) a statement as
                  to each proposed nominee and a statement as to the nominating
                  stockholder stating whether the nominee or stockholder has
                  been a participant in any proxy contest or other change of
                  corporate control within the past the (10) years, and, if so,
                  the statement shall indicate the principals involved, the
                  subject matter of the contest, the outcome thereof and the
                  relationship of the nominee and the

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                  stockholder to the principals; (vi) if any shares of the
                  Corporation's stock owned of record or beneficially, directly
                  or indirectly, by each proposed nominee or the nominating
                  stockholder were acquired in the last two years, a statement
                  of the dates of acquisition and amounts acquired on each date;
                  (vii) a description of any arrangement or understanding of
                  each nominee and of the nominating stockholder with any person
                  regarding future employment by the nominee or stockholder with
                  the Corporation or any future transaction to which the
                  Corporation will or may be a party; (viii) a statement as to
                  each nominee and a statement as to the nominating stockholder
                  as to whether or not the nominee or stockholder will bear any
                  part of the expense incurred in any proxy solicitation, and,
                  if so, the amount thereof; (ix) the consent of each nominee to
                  serve as a director of the Corporation if so elected; and (x)
                  any plans or proposals that each nominee or the nominating
                  stockholder may have that relate to or may result in the
                  acquisition or disposition of securities of the Corporation,
                  an extraordinary corporate transaction (such as a merger,
                  reorganization or liquidation) involving the Corporation or
                  any of its subsidiaries, a sale or transfer of a material
                  amount of assets of the Corporation or of any of its
                  subsidiaries, any change in the Board of Directors or
                  management of the Corporation (including any plans or
                  proposals to change the number or term of directors or to fill
                  any existing vacancies on the Board), any material change in
                  the present capitalization or dividend policy of the
                  Corporation, any change in the Corporation's Certificate of
                  Incorporation or By-laws, causing a class of securities of the
                  Corporation to be delisted from a national securities exchange
                  or to cease to be quoted on an inter-dealer quotation system
                  of a registered national securities association, a class of
                  equity securities of the Corporation becoming eligible for
                  termination of registration pursuant to Section 12(g) (4) of
                  the Securities Exchange Act of 1934, or any other material
                  change in the Corporation's business or corporate structure or
                  any action similar to those listed above. The Board of
                  Directors of the Corporation may disqualify any nominee who
                  fails to provide it with complete and accurate information as
                  required above. The chairman of the meeting may, in his
                  discretion, determine and declare to the meeting that a
                  nomination not made in accordance with the foregoing procedure
                  shall be disregarded.

         (b)      Certain Qualifications. No person shall be a member of the
                  Board of Directors (i) who owns, together with his family
                  residing with him, directly or indirectly, more than one
                  percent (1%) of the outstanding shares of any other entity, or
                  an affiliate or subsidiary thereof, that competes with the
                  Corporation or any of its subsidiaries, (ii) who is a
                  director, officer, employee, agent, nominee, attorney or
                  investment banker of or for any other entity, or an affiliate
                  or subsidiary thereof, that competes with the Corporation or
                  any of its subsidiaries or (iii) who has or is the nominee of
                  anyone who has any contract, arrangement or understanding with
                  any other entity, or an affiliate of subsidiary thereof, that
                  competes with the Corporation or any of its subsidiaries or
                  with any officer, employee, agent, nominee, attorney or other
                  representative thereof, that he will reveal or in any way
                  utilize information obtained as a director or that he will
                  directly or indirectly attempt to effect or encourage any
                  action of the Corporation. Notwithstanding any limitation in
                  this subsection 3(b), the Board of Directors in their
                  discretion may waive any or all of the above requirements.

         Section 5. Meetings and Records. The Directors may hold their meetings
and keep the books of the Corporation at such places as they may from time to
time determine.

         Section 6. Powers. The property and business of the Corporation shall
be managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the Stockholders.

         Section 7. Evaluation of Business Combinations. The Board of Directors
of the Corporation, when evaluating any offer of another party to make a tender
or exchange offer for any equity security of the Corporation or to otherwise
effect one of the following transactions:

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         (i)      Any merger or consolidation of the Corporation or any of its
                  subsidiaries with or into any other corporation; or

         (ii)     Any sale, lease, exchange, pledge, transfer or other
                  disposition of all or substantially all of the property and
                  assets of the corporation or any of its subsidiaries to or
                  with any other corporation, person or other entity; or

         (iii)    Any sale, lease, exchange, pledge, transfer or other
                  disposition to the Corporation of any of its subsidiaries of
                  any assets, cash, securities or other property of any other
                  corporation, person or other entity in exchange for securities
                  of the Corporation in excess of 25% of the voting securities
                  of the Corporation or any of its subsidiaries; or

         (iv)     The adoption of any plan or proposal for the liquidation or
                  dissolution of the Corporation; or

         (v)      Any reclassification of securities (including any reverse
                  stock split), or recapitalization of the Corporation, or any
                  merger or consolidation of the Corporation with any of its
                  subsidiaries or any other transaction which has the effect,
                  directly or indirectly, of increasing the proportionate share
                  of the outstanding shares of any class of equity or
                  convertible securities of the Corporation (except for stock
                  option plans for officers, directors and key employees of the
                  Corporation) or any subsidiary which is directly or indirectly
                  owned by any corporation, person or other entity which is the
                  Beneficial Owner (as herein defined), directly or indirectly,
                  of 10% or more of the Voting Stock;

shall, in connection with the exercise of its judgment as to what is in the best
interests of the Corporation as a whole, be authorized to give due consideration
to such factors as the Board of Directors determines to be relevant, including,
without limitation:

         (a)      The interests of the Corporation's Stockholders;

         (b)      Whether the proposed transaction violates federal or state
                  law;

         (c)      An analysis of not only the consideration being offered in the
                  proposed transaction, in relation to the then-current market
                  price for the outstanding capital stock of the Corporation,
                  but also in relation to the market for the capital stock of
                  the Corporation over a period of years, the estimated price
                  which might be achieved in a negotiated sale of the
                  corporation as a whole or in part or through orderly
                  liquidation, the premiums over market price for the securities
                  of other corporations in other similar transactions, current
                  political, economic and other factors bearing on securities
                  prices and the Corporation's financial condition and future
                  prospects; and

         (d)      The social, legal and economic effects upon employees,
                  suppliers, customers and others having similar relationships
                  with the Corporation and the communities in which the
                  Corporation conducts its business.

         In connection with any such evaluation, the Board of Directors is
authorized to conduct its investigation and to engage in such legal proceedings
as the Board of Directors may determine.

                              Meetings of the Board

         Section 8. Organizational Meeting of Board. The Organizational Meeting
of the Board shall be held annually immediately after the Annual Meeting of
Stockholders at such time and place either within or without the State of
Delaware as shall be fixed by the President at the Annual Meeting of
Stockholders and no notice to any Director of such meeting shall be necessary in
order to legally call

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such meeting provided a quorum shall be present, or they may meet at such place
and time as shall be fixed by the consent in writing of all the Directors.

         Section 9. Regular Meeting. Regular meetings of the Board may be held
without notice at such time and place either within or without the State of
Delaware as shall from time to time be determined by the Board.

         Section 10. Special Meetings. Special Meetings of the Board may be
called by the President or the Secretary on three (3) days' notice to each
Director, either personally or by mail or telegram. Special Meetings shall be
called by the President or Secretary in like manner and on like notice on the
written request of two (2) Directors.

         Section 11. Quorum. At all meetings of the Board, the presence of
one-half or fifty percent of the Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority of
the Directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

         Section 12. Waiver of Notice. Whenever any notice whatever is required
to be given pursuant to the provisions of a statute, the Certificate of
Incorporation or the Bylaws of this Corporation, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto, provided such
Waiver of Notice delineates the exact nature of business to take place or that
has taken place.

                             Committees of Directors

         Section 13. General. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two (2) or more of the Directors of the
Corporation, which, to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

         Section 14. Consents. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto, to include
the specific actions to be taken, is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of the proceedings of the Board or committee.

         Section 15. Minutes. The committee shall keep regular minutes of their
proceedings and report the same to the Board when required.

                            Compensation of Directors

         Section 16. General. Directors may receive compensation for their
services and, as determined from time to time by resolution of the Board, may
receive an annual compensation, and/or a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or Special Meeting of the
Board; provided that nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

                                   ARTICLE IV

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                                     Notices

         Section 1. General. Whenever under the provisions of the statutes or of
the Certificate of Incorporation or of these Bylaws, notice is required to be
given to any Director or Stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or Stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.

         Section 2. Waiver. Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation, or of
these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE V

                                    Officers

         Section 1. General. The Officers of the Corporation shall be chosen by
the Directors and shall be a President, one or more Vice Presidents, a Treasurer
and a Secretary.

         Section 2. Election. The Board of Directors at its first meeting after
each Annual Meeting of Stockholders shall choose a President from its members,
and two or more Vice Presidents, none of whom need be members of the Board, one
of whom may be designated Vice President-Finance and Administration and the
other Vice President-Engineering and any other Vice President or other officer
as the Board of Directors may from time to time elect, a Treasurer and a
Secretary, none of whom need be a member of the Board.

         Section 3. Additional Officers. The Board may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

         Section 4. Salaries. The salaries or other compensation of all Officers
and agents of the Corporation shall be fixed by the Board of Directors.

         Section 5. Term of Office. The Officers of the Corporation shall hold
office until their successors are chosen and qualify in their stead. Any Officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.

                                  The President

         Section 6. General. The President shall be the Chief Executive Officer
of the Corporation. He shall preside at all meetings of the Shareholders and he
shall preside at all meetings of the Board of Directors, and he shall be an ex
officio member of all standing committees, and he shall see that all orders and
resolutions of the Board are carried into effect. He shall be responsible for
and have control over the management and operations of the business of the
Corporation.

         Section 7. Documents. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed, and except
when the signing and execution thereof shall be expressly delegated by the Board
of Directors to some other Officer or agent of the Corporation.

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                                 Vice Presidents

         Section 8. General. The Vice President in the order of the seniority
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall perform such other duties as the
Board of Directors shall prescribe. Provided, that the Board may designate one
or more Senior Vice Presidents, from time to time, who shall, in order of
seniority determined by the Board, rank in precedence to all other Vice
Presidents.

                                    Treasurer

         Section 9. General. The Treasurer shall have custody of all monies and
securities of the Corporation and shall disburse the funds of the Corporation in
payment of the just demands against the Corporation, or as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, from time to time as may be required of him,
an account of all transactions and of the financial condition of the
Corporation. Except as otherwise determined by the Board of Directors or lacking
such determination by the board of Directors, then by the President, his duties
and powers shall extend to all subsidiary corporations and, so far as may be
practicable, to all affiliate corporations. He shall have such other powers and
perform such other duties as may be assigned to him by either President or by
the Board of Directors.

                                    Secretary

         Section 10. General. The Secretary shall attend all sessions of the
Board and all meetings of the Stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. The Secretary shall give, or
cause to be given, notice of all meetings of the Stockholders and Special
Meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or Chief Executive Officer, under whose
supervisions he shall be. He shall keep in safe custody the seal of the
Corporation, and when authorized by the Board, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Secretary.

                               Assistant Secretary

         Section 11. General. The Assistant Secretary, or Secretaries, if any,
in order of their seniority shall, in the absence of disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties as the Board of Directors shall prescribe.

                         General Provisions for Officers

         Section 12. Resignations. Any Officer may resign his office at any
time, such resignation to be made in writing and take effect at the time of
receipt by the Corporation, unless some time be fixed in the resignation, and
then from that time. The acceptance of a resignation shall not be required to
make it effective.

         Section 13. Delegation of Duties. Duties of Officers may be delegated
in case of the absence of any Officer of the Corporation or for any reason that
the Board may deem sufficient, the Board may delegate the powers or duties of
such Officer to any other officer or to any Director, except as otherwise
provided by statute, for the time being, provided a majority of the entire Board
concurs therein.

         Section 14. Vacancies. If the office of any Officer of the Corporation
becomes vacant by reason of death, resignation, disqualification or otherwise,
the Directors by a majority vote, may choose his successor or successors who
shall hold office for the unexpired term with respect of which such vacancy
occurred or was created.

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                                   ARTICLE VI

                                      Stock

         Section 1. Certificates. The Certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the President or a Vice President and the Secretary or Assistant
Secretary. If any stock certificate is signed (i) by a transfer agent or an
assistant transfer agent, or (ii) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such Officer may be facsimile.

         Section 2. Lost Certificates. The Board of Directors 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 of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors 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 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.

         Section 3. Transfers of Stock. 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, cancel the old certificate and record the
transaction upon its books.

         Section 4. Closing of Transfer Books. The Board of Directors shall have
power to close the stock transfer books of the Corporation for a period not
exceeding fifty (50) days preceding the date of any meeting of Stockholders or
the date for payment of any dividend or the date for the allotment of rights or
the date when any change or conversion of exchange of capital stock shall go
into effect or for a period of not exceeding fifty (50) days in connection with
obtaining the consent of Stockholders for any purpose; provided, however, that
in lieu of closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding fifty (50) days preceding the date of
any meeting of Stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the Stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case such
Stockholders and only such Stockholders as shall be Stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
con-sent, as the case may be notwithstanding any transfer of such stock on the
books of the Corporation after any such record date fixed as aforesaid.

         Section 5. Registered Stockholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock 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 or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                   ARTICLE VII

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             Execution of Instruments and Deposit of Corporate Funds

         Section 1. Execution of Instruments Generally. The President, any Vice
President, the Secretary or Assistant Secretary, subject to the approval of the
Board of Directors, may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. The Board of Directors
may authorize any Officer or Officers, or agent or agents, to enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation, and such authorization may be general and confined to specific
instances.

         Section 2. Borrowing. No loans or advances shall be obtained or
contracted for, by or on behalf of the Corporation and no negotiable paper shall
be issued in its name, unless and except as authorized by resolution by the
Board of Directors. Such authorization or ratification and confirmation may be
general or confined to specific in-stances. Any Officer or agent of the
Corporation thereunto so authorized may obtain loans and advances for the
Corporation, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation.
Any Officer or agent of the Corporation thereunto so authorized may pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, any and all stocks,
bonds, other securities and other personal property at any time held by the
Corporation, and to that end may endorse, assign and deliver the same and do
every act and thing necessary or proper in connection therewith.

         Section 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers of other depositaries as the Board of
Directors may direct. Endorsements for deposit to the credit of the Corporation
in any of its duly authorized depositaries shall be made in such manner as the
Board of Directors from time to time may determine.

         Section 4. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such Officer or Officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by resolution by the Board of Directors.

         Section 5. Proxies. Proxies to vote with respect to shares of stock of
other Corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman of the Board and President or any other person or persons thereunto
authorized by the Board of Directors.

                                  ARTICLE VIII

                                 Indemnification

         Section 1. Limitation on Liability. Each present and future Director
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director, except for
liability (i) for any breach of any such Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
S 174 of the Delaware General Corporation law, or (iv) for any transaction from
which any such Director derived an improper personal benefit.

         Section 2. Reimbursement. Each present and future Director and Officer
of the Corporation, and each present and future Director and officer of any
other Corporation serving as such at the request of the Corporation because of
the Corporation's interest in such other Corporation, shall be reimbursed or
indemnified by the Corporation for or against all loss, expenses (including
amounts paid to others than the Corporation in settlement or to secure the
termination of litigation), costs, and counsel fees which may be paid by, or
imposed upon, or reasonably incurred by him in connection with or arising out of
any threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative other than action by or in right of
corporation, in which he may be involved

                                      -10-

<PAGE>

or to which he may be a party, by reason of his being alleged to have been taken
or omitted by him in either such capacity. The Corporation shall not, however,
reimburse or indemnify such Director or Officer with respect to any matter as to
which he shall be finally adjudged in any such action, suit or proceeding to
have been derelict in the performance of his duties as such Director of Officer.
The Board of Directors by a majority of the members of the Board of Directors of
the Corporation other than those involved in said action, suit or proceedings as
specifically set forth herein may, advance the expenses, including legal fees
and costs incurred by such Officer and/or Director in connection with such
action, suit or proceedings, provided such Officer and/or Director agrees in
writing to reimburse the Corporation for such fees and expenses if he shall
finally be adjudged derelict in the performance of his duties. -Similarly, if
such action, suit or proceeding shall be settled or otherwise terminated as
against such Director or Officer without a final determination thereof, the
Corporation shall not reimburse or indemnify such Director of Officer with
respect to any matter unless it shall be determined either:

         (a)      By a majority of the number of the Board of Directors of the
                  Corporation (other than those involved in said action, suit or
                  proceedings, whether or not such remaining Directors
                  constitute a quorum; or

         (b)      If there are not at least two (2) Directors of the Corporation
                  then in office other than those involved, by the majority of a
                  committee selected by the Board of Directors (which committee
                  shall be composed of three (3) or more disinterested
                  Stockholders of the Corporation who are not Directors,
                  Officers or employees of the Corporation).

         Section 3. Additional Rights. The foregoing rights shall not be
exclusive of other rights to which any Director or Officer may otherwise be
entitled, and in the event of his death, shall extend to his legal
representatives. The foregoing rights shall be available whether or not the
Director or officer continues to be a Director or Officer at the time of
incurring or becoming subject to such loss, expenses, costs and counsel fees,
and whether or not the claim asserted against him is a matter which antedates
the adoption of this Article VIII.

                                   ARTICLE IX

                               General Provisions

         Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or Special
Meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

         Section 2. Payment of Dividends. Before payment of any dividend, there
may be set aside out of any funds of -the Corporation available for dividends
such sum or sums as the Directors from time to time in their absolute
discretion, think 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 Directors shall think conducive to
the interest of -the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

         Section 3. Annual Statement.The Board of Directors shall present at
each Annual Meeting and when called for by vote of the Stockholders at any
Special Meeting of the Stockholders, a full and clear statement of the business
and condition of the Corporation.

         Section 4. Fiscal Year. The fiscal year shall terminate on July 31st of
each year, commencing with the year 1987.

         Section 5. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, LOWRANCE ELECTRONICS, INC., State of Delaware,
Corporate Seal. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                      -11-

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                                    ARTICLE X

         Section 1. Amendments. These Bylaws may be altered or repealed at any
regular meeting of the Stockholders or any Special Meeting of the Stockholders
at which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such Special Meeting, by the
affirmative vote of a majority of the stock entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of fifty percent
(50%) of the Board of Directors at any regular meeting of the Board or at any
Special Meeting of the Board if notice of the proposed alteration or repeal be
contained in the notice of such Special Meeting; provided, however, that no
change of the time or place of the meeting for the election of directors shall
be made within a period of sixty (60) days immediately prior to the day on which
such meeting is to be held, and that in case of any change of such time or
place, notice thereof shall be given to each Stockholder in person or by letter
mailed to his last known post office address at least twenty (20) days before
the meeting is held.

         Effective December 10, 2002.

                                      -12-