EXHIBIT 3.2
INCOMNET, INC.
AMENDMENT TO BYLAWS REGARDING DIRECTORS

The  Board  of  Directors recommends that the Bylaws  of  the  Corporation  be
amended  in  such  a way that the Board of Directors consists of not less than
four (4) nor  more than nine (9) directors, with no fixed number of directors.
At present,  the Bylaws state that the Board of Directors consists of not less
than five  (5) nor  more  than  nine (9) directors,  and has been fixed by the
Board  of  Directors at five (5).   The proposed Amendment cannot be passed if
more than 16.67% of the shareholders vote against the amendment.

The Board of Directors proposes that Section 2 of the Bylaws of Incomnet, Inc.
be amended to read as follows:

Section 2.  NUMBER OF DIRECTORS.   The  number of directors of the Corporation
shall  not  be less than four (4) nor more than nine (9).  The exact number of
directors  shall  be  unspecified  until changed,  within the limits specified
above,  by a Bylaw amending this Section 2,  duly  adopted  by  the  Board  of
Directors or by the Shareholders.   Such indefinite number of directors may be
changed,  or a definite number fixed with provision for a specific 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 a
majority 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  four  cannot  be  adopted  if  the voters cast against its
adoption  at  a meeting of the shareholders,  or  the shares not consenting in
the case of action by written consent,  are equal  to  more than 16.66% of the
outstanding shares entitled to vote.   No  amendment  may  change  the  stated
maximum  number of authorized directors to a number greater than two times the
stated number of directors minus one.

The present Section 2 of the Bylaws of Incomnet reads as follows:

Section  2.  NUMBER OF DIRECTORS.   The number of directors of the corporation
shall  not  be  less than five (5) nor more than nine (9). The exact number of
directors shall be five (5) until changed,  within the limits specified above,
by a Bylaw amending this Section 2,  duly adopted by the Board of Directors or
by the Shareholders.   Such indefinite number of directors may be changed,  or
a  definite  number  fixed with provision for a specific 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 a majority 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
four  cannot  be  adopted if the voters cast against its adoption at a meeting
of the shareholders,  or  the  shares  not consenting in the case of action by
written consent,  are  equal  to  more  than  16.66% of the outstanding shares
entitled to vote.   No  amendment  may  change  the  stated  maximum number of
authorized  directors  to a number greater than two times the stated number of
directors minus one.








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