EXHIBIT 3.5


                               AMENDMENT NO. 1 TO
                          AMENDED AND RESTATED BY-LAWS
                                      -OF-
                         INTEGRATED TECHNOLOGY USA, INC.
          (a Delaware corporation hereinafter called the "Corporation")

                          Effective as of March 3, 1997

Section 3.04 of the Company's By-laws is replaced by the following new section:

               Section 3.04. Quorum. At all meetings of the Board of Directors,
          a majority of the entire Board shall be necessary and sufficient to
          constitute a quorum for the transaction of business; provided,
          however, that in order to constitute a quorum such majority must
          include at least three independent directors (or, if less, all
          independent directors then serving on the Board of Directors). For
          purposes of the foregoing, an "independent director" means a director
          that is neither an officer or employee of the Company.