EXHIBIT 3.6 (PAGE 1 OF 2)

                         RESOLUTIONS AMENDING BY-LAWS
                         REGARDING TELEPHONIC MEETING
                                  ADOPTED BY
                           THE BOARD OF DIRECTORS OF
                              DSP TECHNOLOGY INC.

                               November 14, 1996


WHEREAS, Section 307 of the California General Corporations Law has recently
been amended to provide for alternative means of Board meetings through
conference telephone, electronic screen communications or other communications
equipment and to require the Company to develop a procedure for verification of
the identity of directors participating by various media in a directors'
meeting.

RESOLVED, that Section 7 of the Company's Amended and Restated By-laws be
amended and restated in its entirety to read as set forth on Exhibit A.

 
                           EXHIBIT 3.6 (PAGE 2 OF 2)

                                   EXHIBIT A
                                   ---------

Section 7.  NOTICE, PLACE AND MANNER OF MEETINGS.  Meetings of the Board of
Directors may be called by the Chairman of the Board, or the President, or any
Vice President, or the Secretary, or any two (2) Directors and shall be held at
the principal office of the corporation, unless some other place is designated
in the notice of the meeting.  So long as permitted by statute, Directors may
participate in a regular or special meeting through any means of communication,
including conference telephone, electronic screen communication or other
communications equipment.  Participation in a meeting pursuant to this Section 7
constitutes presence in person at that meeting if each participating Director is
provided the means to communicate with all of the other Directors concurrently
and (1) the meeting is held by conference telephone or video conferencing or
other communication mode enabling participants to determine, through voice or
image recognition, that a participant is or is not a Director entitled to
participate in the meeting or (2) another verification device (determined in the
discretion of the chairman of the meeting) is used to determine that each person
participating in the meeting is in fact a Director.  Such verification method
may include (at the discretion of the chairman of the meeting) use of passwords
or similar codes for gaining access to the meeting.  Accurate minutes of any
meeting of the Board or any committee thereof, shall be maintained by the
Secretary or other Officer designated for the purpose."