Exhibit (3)(ii)

                            RELM WIRELESS CORPORATION

                                     BY-LAWS

                                    ARTICLE I

                                  SHAREHOLDERS

     1.1 Meetings.

     1.1.1 Place. Meetings of the shareholders shall be held at such place as
may be designated by the board of directors.

     1.1.2 Annual Meeting. Unless otherwise fixed by the board of directors, an
annual meeting of the shareholders for the election of directors and for other
business shall be held at 10:00 a.m. local time on the 4th Thursday of April in
each year or, if that day is a legal holiday, on the next following business
day.

     1.1.3 Special Meetings. Special meetings of the shareholders may be called
at any time by the president, the board of directors or the holders of at least
one-fifth of the outstanding shares of stock of the corporation entitled to vote
at the meeting.

     1.1.4 Notice. Written notice of the time and place of all meetings of
shareholders and of the general nature of the business to be transacted at each
special meeting of shareholders shall be given to each shareholder entitled to
vote at the meeting at least five days before the date of the meeting unless a
greater period of notice is required by law in a particular case.

     1.1.5 Quorum. The presence in person or by proxy of the holders of a
majority of the outstanding shares of stock of the corporation entitled to vote
on a particular matter shall constitute a quorum for the purpose of considering
such matter. If a quorum is not present no business shall be transacted except
to adjourn to a future time.

     1.1.6 Adjourned Meetings. Those shareholders entitled to vote who attend a
meeting called for the election of directors that has been previously adjourned
for lack of a quorum, although less than a quorum as fixed in these bylaws,
shall nevertheless constitute a quorum for the purposes of electing directors.
Those shareholders entitled to vote who attend a meeting of shareholders that
has been previously adjourned for one or more periods aggregating at least
fifteen days because of an absence of a quorum, although than less than a quorum
as fixed in these by-laws, shall nevertheless constitute a quorum for the
purpose of acting upon any matter set forth in the notice of the meeting if the
notice states that those shareholders who attend the adjourned meeting shall
nevertheless constitute a quorum for purpose of acting upon the matter.





     1.1.7 Participation. One ore more shareholders may participate in a
shareholders' meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

     1.1.8 Voting Rights. Except as otherwise provided herein, the articles of
incorporation or by-laws, every shareholder shall have the right at every
shareholders' meeting to one vote for every share standing in his name on the
books of the corporation which is entitled to vote at such meeting. Every
shareholder may vote either in person or by proxy.

                                   ARTICLE II

                                    DIRECTORS

     2.1 Number and Term. Subject to the provisions of applicable law, the board
of directors shall have authority to (a) determine the number of directors to
constitute the board, and (b) fix the terms of office of the directors and
classify the directors with respect to the time for which they shall severally
hold office. Except as otherwise fixed by the board of directors under the
authority given above, the number of directors shall be five (5) and each
director elected to the board shall hold office until the next annual meeting of
the shareholders unless he sooner resigns or is removed or disqualified.

     2.2 Powers. All corporate powers shall be exercised by or under authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors.

     2.3 Meetings.

        2.3.1 Place. Meetings of the board of directors shall be held at such
place as may be designated by the board or in the notice of the meeting.

        2.3.2 Regular Meetings. Regular meetings of the board of directors shall
be held at such times as the board may designate. Notice of regular meetings
need not be given.

        2.3.3 Special Meetings. Special meetings of the board of directors may
be called at any time by the president and shall be called by him on the written
request of one-third of the directors. Notice (which need not be written) of the
time and place of each special meeting shall be given to each director at least
two days before the meeting.

        2.3.4 Quorum. A majority of all the directors in office shall constitute
a quorum for the transaction of business at any meeting and except as otherwise
provided herein the acts of a majority of the directors present at any meeting
at which a quorum is present shall be the acts of the board of directors.






        2.3.5 Participation. One or more directors may participate in a meeting
of the board or a committee of the board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.

     2.4 Vacancies. Vacancies in the board of directors shall be filled by
vote of a majority of the remaining members of the board.

     2.5 Committees. The board of directors may by resolution adopted by a
majority of the whole board designate one or more committees, each committee to
consist of two or more directors and such alternate members (also directors) as
may be designated by the board. To the extent provided in such resolution, any
such committee shall have and exercise the powers of the board of directors.
Unless otherwise determined by the board, in the absence or disqualification of
any member of a committee the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another director to act at the meeting in the place of
any such absent or disqualified member.

     2.6 Limitation on Directors' Liability. Except as otherwise provided by
law, a director shall not be personally liable for monetary damages as such for
any action taken, or failure to take any action, unless:

        2.6.1 The director has breached or failed to perform the duties of his
office as provided in the Nevada General Corporation Law (the "NGCL"); and

        2.6.2 The breach or failure to perform constitutes self-dealing, wilful
misconduct or recklessness.

                                   ARTICLE III

                                    OFFICERS

     3.1 Election. The board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable. Any number of offices
may be held by the same person.

     3.2 Authority, Duties and Compensation. The officers shall have such
authority and perform such duties and serve for such compensation as may be
determined by or under the direction of the board of directors. Except as
otherwise provided by the board (a) the president shall be the chief executive
officer of the corporation, shall have general supervision over the business and
operations of the corporation, may perform any act and execute any instrument
for the conduct of such business and operations and shall preside at all
meetings of the board and shareholders, (b) the other officers shall have the
duties usually related to their offices, and (c) the vice president (or vice
presidents in the order determined by the board) shall in the absence of the
president have the authority and perform the duties of the president.






                                   ARTICLE IV

                                 INDEMNIFICATION

     4.1 Right to Indemnification.

        4.1.1 Third Party Claims. The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise (including employee benefit plans), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the action
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, with
respect to any criminal proceedings, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction upon a plea nolo contendere or its equivalent
shall not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or not opposed to,
the best interest of the corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was unlawful.

        4.1.2 Derivative Actions. The corporation shall indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action by or in the right of the corporation to procure
judgment in its favor by reason of the fact that he is or was a representative
of the corporation or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of the action if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interest of the corporation; provided that no indemnification shall be made
under this section in respect of claim, issue or matter as to which the person
has been adjudged to be liable to the corporation unless and only to extent that
a court of competent jurisdiction determines that, despite the adjudication of
liability but in view of the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that such court deems proper.

     4.2 Procedure for Effecting Indemnification. Unless ordered by a court, any
indemnification made under Sections 4.1.1 or 4.1.2 shall be made by the
corporation only as authorized in this specific case upon a determination that
indemnification of the representative is proper in the circumstances because he
has met the applicable standard of conduct set forth in those sections. Such
determination shall be made:






        4.2.1 By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to the action or proceeding;

        4.2.2 If such a quorum is not obtainable or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion;

        4.2.3 By the shareholders.

        4.2.4 In such other manner, if any, as shall be permitted by NGCL.

     4.3 Advancement of Expenses. Expenses (including attorneys' fees) incurred
in defending any action or proceeding referred to in this Article may be made by
the corporation in advance of the final disposition of the action or proceeding
upon receipt of an undertaking by or on behalf of the representative to repay
the amount if it is ultimately determined that he is not entitled to be
indemnified by the corporation as authorized in this Article or otherwise.

                                    ARTICLE V

                                    OFFICERS

     5.1 Share Certificates. Every shareholder of record shall be entitled to a
share certificate representing the shares held by him. Every share certificate
shall bear the corporate seal (which may be a facsimile) and the signature of
the president or a vice president and the secretary or an assistant secretary.

     5.2 Transfers. Transfers of share certificates and the shares represented
thereby shall be made on the books of the corporation only by the registered
holder or by duly authorized attorney. Transfer shall be made only on surrender
of the share certificate or certificates

                                   ARTICLE VI

                                   AMENDMENTS

     Except as otherwise provided by applicable law, these By-Laws may be
amended at any regular or special meeting of the board of directors by the vote
of a majority of all the directors in office or at any annual or special meeting
of shareholders by the vote of the holders of a majority of the outstanding
stock entitled to vote. Notice of any such meeting of shareholders shall set
forth the proposed change or a summary thereof.