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                                                                     EXHIBIT 3.2

                       CERTIFICATE OF AMENDMENT OF BYLAWS
                                       OF
                           TRIDENT MICROSYSTEMS, INC.


     The undersigned, Frank C. Lin, hereby certifies that he is the duly elected
President and Chief Executive Officer of Trident Microsystems, Inc. and that the
following amendment to the Corporation's Bylaws was approved by the
Corporation's Board of Directors effective as of November 19, 1999:

     Section 2 of Article I of the Bylaws of this Corporation is hereby amended
to read in its entirety as follows:

          "Special meetings of the stockholders, for any purpose or purposes
          prescribed in the notice of the meeting, may be called only (i) by the
          Board of Directors pursuant to a resolution adopted by a majority of
          the total number of authorized directors (whether or not there exists
          any vacancies in previously authorized directorships at the time any
          such resolution is presented to the Board of Directors for adoption)
          or (ii) by the holders of not less than 10% of all shares entitled to
          cast votes at the meeting, voting together as a single class.

          Upon request in writing sent by registered mail to the president or
          chief executive officer by any stockholder or stockholders entitled to
          call a special meeting of stockholders pursuant to this Section 2, the
          Board of Directors shall determine a place, date and time for such
          meeting, which time shall be not less than one hundred twenty (120)
          nor more than one hundred thirty (130) days after the receipt of such
          request, and a record date for the determination of stockholders
          entitled to vote at such meeting shall be fixed by the Board of
          Directors, in advance, which shall not be more than 60 days nor less
          than 10 days before the date of such meeting. Following such receipt
          of a request and determination of the validity of the request, it
          shall be the duty of the secretary to cause notice to be given to the
          stockholders entitled to vote at such meeting, in the manner set forth
          in Section 3 hereof, that a meeting will be held at the place, date
          and time so determined. Business transacted at special meetings shall
          be confined to the purpose or purposes stated in the notice."

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
date first written above.

                                             /s/ Frank C. Lin
                                             -----------------------
                                             Frank C. Lin
                                             Chief Executive Officer