EXHIBIT 3.2(c)


                         AMENDMENT NO. 2 TO BY-LAWS OF
                        MARQUETTE MEDICAL SYSTEMS, INC.
                (Formerly Known as Marquette Electronics, Inc.)
                         (As Adopted November 20, 1996)



          1.   Article XI is hereby redesignated as Article XII and the
     following be and is hereby adopted as Article XI of the By-Laws, to-wit:

                                  "ARTICLE XI
                                  -----------
                             Conflicts of Interest
                             ---------------------

               1.   A Director shall be considered to have a conflict of
     interest if:

               (a) The Director has existing or potential financial or other
     interests which impair or might reasonably appear to impair their
     independent, unbiased judgment in the discharge of their responsibilities
     to the Corporation.

               (b) Directors are aware that a member of their family (which for
     the purposes of this paragraph shall be a spouse, parents, siblings,
     children, and any other relative if the latter resides in the same
     household as the Director) has such existing or potential or other
     interests.

               (c) Any organization in which the Director (or member of their
     family) is an officer,  director, employee, member, partner, trustee, or
     controlling stockholder has such existing or potential or other interests.

               2.   The following guidelines exist in cases where a real or
     perceived conflict of interest exists:

               (a) The Director shall disclose to the Board any possible
     conflict of interest at the earliest practical time.

               (b) No Director shall vote on any matter under consideration at a
     Board or Committee meeting, in which such director has a conflict of
     interest.

               (c) The minutes of such meeting shall reflect that a disclosure
     was made and that the Director having a conflict of interest abstained from
     voting.

 
               (d) Any Director who is uncertain whether a conflict of interest
     may exist in any matter may request the Board or Committee to resolve the
     questions by majority vote."


          3.   This Amendment shall be known as Amendment No. 2 to the Amended
     and Restated By-Laws of Marquette Medical Systems, Inc.

          4.   In all other respects, the Amended and Restated By-Laws of
     Marquette Medical Systems, Inc., as adopted on January 8, 1996, and amended
     by Amendment No. 1 adopted May 21, 1996, shall remain in full force and
     effect.