CERTIFICATE OF AMENDMENT

                                  TO BYLAWS OF

                            COVOL TECHNOLOGIES, INC.


                  Pursuant  to  Unanimous  Consent  of the  Board  of  Directors
effective  May  20,  1997,  Article  2,  Section  8,  of  the  Bylaws  of  Covol
Technologies, Inc. is amended to read in its entirety, as follows:

                  Section  8.  Required  Vote.  The  vote  of the  holders  of a
         majority of the shares entitled to vote and represented at a meeting at
         which  a  quorum  is  present  shall  be the  act of the  Corporation's
         stockholders unless the question is one upon which by express provision
         of the statutes or the Certificate of Incorporation a different vote is
         required,  in which case such  provision  shall  govern and control the
         decision of such  question.  The vote  required for the election of the
         Directors  shall be by plurality of the votes of the shares  present in
         person or  represented  by proxy at the meeting and entitled to vote on
         the election of directors.