EXHIBIT 3.1

                             Giddings & Lewis, Inc.
                              Amendment to By-Laws

             Section 3.01(b) of the By-laws was amended effective at the time
   of the 1997 Annual Meeting of Shareholders to provide in its entirety as
   follows:

             (b)  The number of directors of the Corporation shall be
        six (6), divided into three (3) classes of two (2), two (2) and
        two (2) directors, respectively.  At each Annual Meeting the
        successors to the class of directors whose term shall expire at
        the time of such Annual Meeting shall be elected to hold office
        until the third succeeding Annual Meeting, and until such
        directors' successors are duly elected and, if necessary,
        qualified or until there is a decease in the number of directors
        that takes effect after the expiration of such directors' term.