Exhibit 4.3




                       RESOLUTION ADOPTED BY STOCKHOLDERS

                                       ON

                                 AUGUST 9, 2000

                              AMENDING THE BY-LAWS

                                       OF

                             DRS TECHNOLOGIES, INC.

                                 (the "Company")




                  RESOLVED, that Article III, Section 2 of the By-Laws of the
         Company be amended so that, as amended, it shall read as follows:

                  "The number of directors which shall constitute the whole
                  Board shall be such number, not less than seven nor more than
                  eleven, as shall be determined from time to time by a
                  resolution adopted by the directors then in office or by the
                  remaining director if there be only one. Directors need not be
                  stockholders of the Corporation, citizens of the United
                  States, or residents of the State of Delaware."