Exhibit No. 3.1


                          NAPCO SECURITY SYSTEMS, INC.

                                BY-LAW AMENDMENTS
                           (APPROVED DECEMBER 4, 2007)

Each of Sections 1, 3, 4 and 5 of Article VII of the Bylaws of Napco Security
Systems, Inc. be and hereby is amended to read in its entirety as set forth
below:

     Section 1. Stock Certificates. Shares of Capital Stock of the Corporation
may be certified or uncertified, as provided under the General Corporation Law
of the State of Delaware. Each stockholder, upon written request to the transfer
agent or registrar of the Corporation, shall be entitled to have a certificate,
in such form as shall from time to time be approved by the Board, certifying the
number of shares of stock of the Corporation owned by the stockholder. The
certificates representing shares of stock shall be signed in the name of the
Corporation by the Chairman of the Board, the President, or a Vice President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation (which seal may be a
facsimile, engraved or printed); provide, however, that where any such
certificate is countersigned by a transfer agent other than the Corporation or
its employee, or is registered by a registrar other than the Corporation or one
of its employees, any other signature on such certificates may be facsimiles,
engraved or printed. In case any officer, transfer agent or registrar who shall
have signed or whose facsimile signature has been placed upon such certificates
no longer holds such office, the shares may nevertheless be issued by the
Corporation with the same effect as if such officer were still in office at the
date of their issue.

     Section 3. Transfers. Subject to any restrictions on transfer and unless
otherwise provided by the Board of Directors, shares of stock may be transferred
only on the books of the Corporation, if such shares are certificated, by the
surrender to the Corporation or its transfer agent of the certificate therefor
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, with transfer stamps (if necessary) affixed, or upon proper
instructions from the holder of uncertificated shares, in each case with such
proof of the authenticity of signature as the Corporation or its transfer agent
may reasonably require. Except as otherwise provided by law, the Corporation
shall be entitled to recognize the exclusive right of a person in whose name any
share or shares stand on the record of stockholders as the owner of such share
or shares for all purposes, including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner, and the Corporation
may hold any such stockholder of record liable for calls and assessments and the
Corporation shall not be bound to recognize any equitable or legal claim to or
interest in any such share or shares on the part of any other person whether or
not it shall have express or other notice thereof. Whenever any transfer of
shares shall be made for collateral security and not absolutely, and both the
transferor and transferee request the Corporation to do so, such fact shall be
stated in the entry of the transfer.

     Section 4. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation or uncertified shares. The Board may appoint, or
authorize any officer or officers to appoint, one or more transfer agents or one
or more transfer clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature or signatures of any of
them.



     Section 5. Lost, Destroyed or Mutilated Certificates, Replacement of
Certificates. In case of the alleged loss, destruction or mutilation of a
certificate of stock, a duplicate certificate may be issued in place thereof,
upon such terms as the Board may prescribe, provided, however, that if such
shares have ceased to be certificated, a new certificate shall be issued only
upon written request to the transfer agent or registrar of the Corporation. The
Board may, in its discretion, require such owner or his legal representatives to
give to the Corporation a bond in such sum, limited or unlimited, and in such
form and with such surety or sureties as the Board in its absolute discretion
shall determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate, or the issuance of a new certificate. Anything herein to the
contrary notwithstanding, the Board, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal proceedings under the
laws of the State of Delaware.


                                      -2-