Ex. 3.2
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                AMENDMENTS TO THE BY-LAWS OF DHB INDUSTRIES, INC.

                                 October 6, 2006

The following  section  reference  and title shall be inserted  before the first
paragraph of Section 1.1, "(a) GENERAL" and the second  paragraph of Section 1.1
shall be deleted in its entirety and the following paragraph shall be added:

         "(b) ADVANCE NOTICE PROCEDURES. Subject to the rights of holders of any
         series of Preferred Stock established pursuant to the provisions of the
         Amended and Restated Certificate of Incorporation,  nominations for the
         election of  directors  and business  proposed to be brought  before an
         annual meeting of stockholders may be made by the Board of Directors or
         a committee appointed by the Board of Directors,  or by any stockholder
         entitled to vote generally in the election of directors; provided, that
         any such  stockholder  may nominate one or more persons for election as
         directors at an annual meeting or propose business to be brought before
         an annual meeting,  or both, only if such  stockholder has given timely
         notice  in  proper  written  form of his or her  intent  to  make  such
         nomination or nominations or to propose such business.  To be timely, a
         stockholder's notice must be delivered to or mailed and received by the
         Secretary  of the  Corporation  not less  than 60 days nor more than 90
         days prior to the annual meeting; provided,  however, that in the event
         that less than 70 days' notice or prior public  disclosure  of the date
         of the  meeting  is  given  or  made  to  stockholders,  notice  by the
         stockholder  to be timely must be so received  not later than the close
         of business on the tenth day  following the day on which such notice of
         the date of the meeting was mailed or such public  disclosure was made,
         whichever  occurs first.  To be in proper written form, a stockholder's
         notice to the Secretary shall set forth:

                  (i) the name and  address of the  stockholder  who  intends to
         make the  nominations  or propose  the  business  as they appear on the
         Corporation's  books and,  as the case may be, of the person or persons
         to be nominated or of the business to be proposed;

                  (ii) a  representation  that the  stockholder  is a holder  of
         record of stock of the  Corporation  entitled  to vote at such  meeting
         and,  if  applicable,  intends  to  appear in person or by proxy at the
         meeting to nominate the person or persons specified in the notice;

                  (iii) if  applicable,  a description  of all  arrangements  or
         understandings  between the  stockholder and each nominee and any other
         person or persons (naming such person or persons) pursuant to which the
         nomination or nominations are to be made by the stockholder;

                  (iv) such other  information  regarding  each  nominee or each
         matter of  business  to be  proposed  by such  stockholder  as would be
         required  to be  included in a proxy  statement  filed  pursuant to the
         proxy rules of the Securities  and Exchange  Commission had the nominee
         been  nominated,  or  intended  to be  nominated,  or the  matter  been

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                                                                         Ex. 3.2

         proposed,  or intended to be proposed,  by the Board of Directors,  and
         such other  information  about the  nominee  as the Board of  Directors
         deems appropriate,  including,  without limitation,  the nominee's age,
         business and residence  addresses,  principal  occupation and the class
         and number of shares of Common Stock beneficially owned by the nominee,
         or such other  information  about the business to be proposed and about
         the stockholder making such business proposal before the annual meeting
         as  the  Board  of  Directors  deems  appropriate,  including,  without
         limitation, the class and number of shares of Common Stock beneficially
         owned by such stockholder; and

                   (v) if  applicable,  the consent of each  nominee to serve as
         director of the Corporation if so elected.

         The chairman of the meeting may refuse to acknowledge the nomination of
         any person or the proposal of any business not made in compliance  with
         the foregoing procedure."

Section 1.2 shall be deleted in its entirety and replaced with the following:

         "SPECIAL  MEETINGS  OF  STOCKHOLDERS.  Except  as  required  by law and
         subject to the rights of the holders of any series of  Preferred  Stock
         of  the  Corporation  established  pursuant  to the  provisions  of the
         Certificate of  Incorporation,  special meetings of stockholders may be
         called only by the Board of Directors pursuant to a resolution approved
         by a majority  of the then  authorized  number of  directors  or by the
         Chairman or Co-Chairman of the Board of Directors.  Stockholders of the
         Corporation  are not permitted to call a special  meeting or to require
         that the Board of Directors or the Chairman or Co-Chairman of the Board
         of  Directors  call a special  meeting of  stockholders.  The  business
         permitted at any special  meeting of  stockholders  shall be limited to
         the business  brought  before the meeting by or at the direction of the
         Board of  Directors  or the  Chairman  or  Co-Chairman  of the Board of
         Directors."

Section 2.1 shall be deleted in its entirety and replaced by the following:

         "(a) GENERAL: TERM OF OFFICE. The business, property and affairs of the
         Corporation  shall be managed by or under the direction of the Board of
         Directors.  The  directors  shall be elected  by the  holders of shares
         entitled to vote  thereon at the annual  meeting of  stockholders,  and
         each shall serve  (subject to the  provisions  of Article IV) until the
         next succeeding  annual meeting of stockholders  and until a respective
         successor has been elected and qualified.

         (b)  NUMBER.  The Board of  Directors  shall  consist of not fewer than
         three (3) members and not more than nine (9)  members,  with the number
         of authorized directors being initially fixed at five (5), which number
         may be  changed  from  time to time by a  resolution  of the  Board  of
         Directors adopted by the affirmative vote of at least a majority of the
         total number of authorized  directors  most recently fixed by the Board
         of  Directors,  except  in each  case as may be  provided  pursuant  to
         resolutions  of  the  Board  of  Directors,  adopted  pursuant  to  the
         provisions of the Certificate of Incorporation, establishing any series

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                                                                         Ex. 3.2

         of Preferred  Stock and granting to holders of shares of such series of
         Preferred  Stock rights to elect  additional  directors under specified
         circumstances."

The first  sentence of Section 2.4 shall be deleted in its entirety and replaced
by the following:

         "Notice of any special meeting of the Board of Directors shall be given
         to each director by the Secretary or, in the Secretary's  absence,  any
         other officer of the  Corporation (i) by giving notice to such director
         in person or by  telephone at least 24 hours in advance of the meeting,
         (ii) by sending a telegram,  telecopy,  facsimile,  telex or electronic
         mail, or delivering  written notice by hand, to a director's last known
         business,  home or electronic mail address at least 24 hours in advance
         of the meeting, or (iii) by mailing written notice to a director's last
         known  business  or home  address  at least 72  hours in  advance  of a
         meeting.  A notice or waiver of notice need not specify the purposed of
         the meeting."

Section 4.3 shall be deleted in its entirety and replaced with the following:

         "(b)  VACANCIES.  Any  vacancy  on the  Board of  Directors,  howsoever
         resulting,  including  through an increase in the number of  directors,
         shall  only be  filled by the  affirmative  vote of a  majority  of the
         remaining  directors then in office,  even if less than a quorum, or by
         the sole  remaining  director.  Any director  elected to fill a vacancy
         shall  hold  office for the same  remaining  term as that of his or her
         predecessor, or if such director was elected as a result of an increase
         in the  number  of  directors,  then  for  the  term  specified  in the
         resolution providing for such increase."


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