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                                                                  Exhibit 99.1

                                    EXHIBIT 1

                     AMENDMENTS TO THE AMENDED AND RESTATED

                         BY-LAWS OF LOTUS PACIFIC, INC.



1.  SECTION 3 OF ARTICLE III OF THE BY-LAWS SHALL BE DELETED IN
    ITS ENTIRETY AND A NEW SECTION 3 OF ARTICLE III SHALL BE
    ADDED AND READ AS FOLLOWS:

        Section 3. Election and Term. (a) Subject to the rights of the holders
of any series of preferred stock or any other series or class of stock as set
forth in the Certificate of Incorporation to elect directors under specified
circumstances, the directors shall be divided into three classes, and designated
as Class I, Class II and Class III. Class I directors shall be initially elected
for a term expiring at the 2002 annual meeting of stockholders, Class II
directors shall be initially elected for a term expiring at the 2003 annual
meeting of stockholders and Class III directors shall be initially elected for a
term expiring at the 2004 annual meeting of stockholders. Members of each class
shall hold office until their successors shall have been duly elected and
qualified. At each succeeding annual meeting of stockholders of the Corporation,
the successors of the class of directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election, and
until their successors are elected and qualified. (b) Subject to the rights of
the holders of any series of preferred stock or any other series or class of
stock as set forth in the Certificate of Incorporation to elect additional
directors under specified circumstances, vacancies resulting from death,
resignation, retirement, disqualification, removal from office or other cause,
and newly created directorships resulting from any increase in the authorized
number of directors, may be filled only by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board of Directors,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires and until such director's successor shall have been
duly elected and qualified. No decrease in the number of authorized directors
constituting the whole board shall shorten the term of any incumbent director.


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2.  SECTION 12 OF ARTICLE III OF THE BY-LAWS SHALL BE DELETED
    IN ITS ENTIRETY AND A NEW SECTION 12 OF ARTICLE III SHALL
    BE ADDED AND READ AS FOLLOWS:

        Section 12. Removal of Directors. Subject to the rights of the holders
of any series of preferred stock or any other series or class of stock as set
forth in the Certificate of Incorporation to elect additional directors under
specified circumstances, any director may be removed from office at any time,
but only for cause and only by the affirmative vote of the holders of at least
66-2/3% of the voting power of the then outstanding shares then entitled to vote
thereon. For purposes of this Section 12, "cause" is defined as (i) willful
misconduct in connection with the duties as a director or (ii) conviction of (a)
a felony or (b) a misdemeanor involving moral turpitude.

3.  SECTION 1 OF ARTICLE VIII OF THE BY-LAWS SHALL BE DELETED
    IN ITS ENTIRETY AND A NEW SECTION 1 OF ARTICLE VIII SHALL
    BE ADDED AND READ AS FOLLOWS:

        Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and new By-Laws may be adopted by the stockholders or by the Board
of Directors at any regular or special meeting or by unanimous written consent
of the Board of Directors or by written consent of the holders of a majority of
shares entitled to vote thereon. Notice of any alteration, amendment or repeal
or the adoption of new By-Laws to be proposed at a meeting of stockholders or
the Board of Directors shall be contained in the notice of such meeting of
stockholders or Board of Directors, as the case may be. All such amendments
adopted at a meeting of stockholders or the Board of Directors shall be approved
by the holders of a majority of shares entitled to vote thereon. Notwithstanding
the foregoing, the affirmative vote of the holders of at least 66-2/3% of the
voting power of the then outstanding shares entitled to vote thereon shall be
required to alter, amend, repeal or adopt any provision inconsistent with,
Sections 3 and 12 of Article III and this Section 1 of Article VIII.