EXHIBIT 3.5

                            CERTIFICATE OF AMENDMENT
                                  OF THE BYLAWS
                               TELEGEN CORPORATION

                         Effective as of August 6, 1997

         The undersigned, Bonnie Crystal, hereby certifies that:

         1.  She is  the  duly  elected  Secretary  of  Telegen  Corporation,  a
California corporation (the "Company").

         2. On April 16, 1997,  the  Company's  Board of Directors  approved the
amendment to Section 3.2 of the Company's Bylaws described herein.

         3. On  August  6,  1997 a  majority  of the  outstanding  shares of the
Company  entitled to vote approved the amendment to Section 3.2 of the Company's
Bylaws described herein.

         4. Effective as of the date above,  Section 3.2 of the Company's Bylaws
is amended in its entirety to read as follows:

         "3.2     Number of Directors

                           The number of  directors  shall be not less than five
                  (5) nor more  than nine (9).  The  exact  number of  directors
                  shall be seven (7) until changed,  within the limits specified
                  above,  by a bylaw  amending this Section 3.2, duly adopted by
                  the board of directors or by the shareholders.  The indefinite
                  number of directors may be changed,  or a definite  number may
                  be fixed without provision for an indefinite 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 fixed  number or the minimum  number of directors
                  to a number  less than five (5) cannot be adopted if the votes
                  cast  against  its  adoption  at a meeting,  or the shares not
                  consenting  in the case of an action by written  consent,  are
                  equal to more than sixteen and two-thirds percent (16-2/3%) of
                  the outstanding shares entitled to vote thereon.  No amendment
                  may change the stated maximum  number of authorized  directors
                  to a number  greater  than two (2)  times the  stated  minimum
                  number of directors minus one (1).

                           No  reduction of the  authorized  number of directors
                  shall have the effect of  removing  any  director  before that
                  director's term of office expires."






         IN  WITNESS  HEREOF,  the  undersigned  has set her  hand  hereto  this
_______day of September, 1997.




                                                  /s/ BONNIE CRYSTAL
                                                  --------------------------
                                                  Bonnie Crystal,
                                                  Secretary