EXHIBIT 3.2
                               Amendment No. 1 to
                             Bylaws, as Amended, of
                                     Tekelec
                            a California Corporation

        Effective June 27, 2003, Section 3.2 of Article III of the Bylaws, as
amended, of Tekelec has been amended to read in its entirety as follows:

        "Section 3.2. Number and Qualification of Directors. The number of
        directors of this corporation shall not be less than five (5) nor
        more than (9). The exact number of directors shall be seven (7)
        until changed, within the limits specified above, by a bylaw
        amending this Section 3.2, duly adopted by the Board of Directors
        or by the shareholders. The indefinite number of directors may be
        changed, or a definite number fixed without provision for an
        indefinite number, by a duly adopted amendment to the Articles of
        Incorporation or by an amendment to this bylaw duly adopted by the
        vote or written consent of holders of two-thirds (2/3) of the
        outstanding shares entitled to vote; provided however, that an
        amendment reducing the number or the minimum number of directors
        to a number less than five (5) cannot be adopted if the votes cast
        against its adoption at a meeting of the shareholders, or the
        shares not consenting in the case of an action by written consent,
        are equal to more than sixteen and two-thirds (16 2/3) of the
        outstanding shares entitled to vote thereon. No amendment may
        change the stated maximum number of authorized directors to a
        number greater than two (2) times the stated minimum number of
        directors minus one (1)."