EXHIBIT 3.2

                             Giddings & Lewis, Inc.
                              Amendment to By-Laws

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

             (b)  The number of directors of the Corporation shall be
        seven (7), divided into three (3) classes of three (3), 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 decrease in the number of
        directors that takes effect after the expiration of such
        directors' term.