Exhibit 3.2

                                 AMENDMENT NO. 1
                                     BYLAWS
                             CATCHER HOLDINGS, INC.



The undersigned secretary of Catcher Holdings, Inc. (the "Company") certifies
that on July 29, 2005, the Board of Directors of the Company, by unanimous
written consent, passed a resolution amending the Bylaws as follows:

The Bylaws of the Company shall be amended to add as Article VIII, the
following:

                                  "Article VIII

The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented from time to time, indemnify any and all persons whom it shall have
power to indemnify under said Section from and against any and all expenses,
liabilities or other matters referred to in or covered by said Section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under the Certificate of
Incorporation of the Corporation, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs , executors and administrators
of such person."


     IN WITNESS WHEREOF, the undersigned executes this certificate this 29th day
of July, 2005.


                                          /s/ Ira Tabankin
                                          ----------------------------
                                          Ira Tabankin
                                          Secretary