CERTIFICATE OF AMENDMENT
                                       OF
                                   THE BYLAWS
                                       OF
                               CYLINK CORPORATION
                            a California corporation


         The undersigned, Robert Fougner hereby certifies that:

         1. He is the duly elected and acting Secretary of Cylink Corporation, a
California corporation (the "Corporation").

         2. Effective December 13, 1995 , Section 2.9(d) was added to the Bylaws
of the Corporation to read in its entirety as follows:

                  "Section 2.9. Voting.

                           . . . .

                           (d)  Notwithstanding  any term of this  Section  2.9,
                  during  any  period in which (i) the  corporation  is a listed
                  corporation,  as "listed corporation" is defined in California
                  Corporations Code Section  301.5(d),  and (ii) its Articles of
                  Incorporation provide that shareholders of the corporation are
                  not   entitled  to  cumulate   their  votes  in  elections  of
                  directors,  this  Section  2.9  shall  not be  deemed to allow
                  shareholders of the corporation to cumulate their votes in the
                  elections of  directors,  and further  Section  2.9(c)  hereof
                  shall not apply  with  respect  to voting in the  election  of
                  directors."

         3. Effective December 13, 1995,  Article XIII,  Transfer of Shares, has
been repealed and deleted in its entirety from the Bylaws of the Corporation.

         IN WITNESS  WHEREOF,  the undersigned has set his hand hereto this 26th
day of March, 1997.


                                         /s/ Robert B. Fougner
                                         --------------------------
                                         Robert B. Fougner
                                         Secretary