Exhibit 3.2


                            Valpey-Fisher Corporation

                  Amendment to By-Laws - effective May 8, 2003


                                   ARTICLE III
                                    DIRECTORS


     Section 1. Number, Qualification and Term. The property and business of the
Corporation shall be managed by its Board of Directors consisting of not less
than Five (5) nor more than Thirteen (13) persons. The number of directors
constituting the entire Board shall be Seven(7); provided, however, that from
time to time, such number may be decreased to not less than Five (5) or
increased to not more than Thirteen (13) persons by amendment of this section of
the By-laws by a majority of the entire Board of Directors. Directors need not
be stockholders. They shall be elected at the Annual Meeting of Stockholders and
each director shall be elected to serve until his successor shall be elected and
shall qualify.