EXHIBIT 3.2

                       DIGITAL MICROWAVE CORPORATION

                    RESOLUTIONS FROM THE REGULAR MEETING
                                     OF
                           THE BOARD OF DIRECTORS

                                May 13, 1997


              AMENDMENT OF BYLAWS AND APPOINTMENT OF DIRECTOR

     On motion duly made and seconded, the following resolutions were
unanimously adopted:
     
     WHEREAS, Article III, Section 1 of the Bylaws of the Corporation, as
amended to date, set the size of the Corporation's Board of Directors at five
(5) members;

     WHEREAS, the Corporation wishes to add a new member to its Board of
Directors and, therefore, wishes to increase the size of its Board of Directors
to six (6) members; 

     WHEREAS, Article VI of the Corporation's Restated Certificate of
Incorporation authorizes the Board of Directors to make, repeal, alter, amend
and rescind from time to time any or all of the Bylaws of the Corporation;

     NOW, THEREFORE, BE IT RESOLVED, that Article III, Section 1 of the Bylaws
of the Corporation be amended to read in full as follows:

          "The number of directors that shall constitute the whole
          board shall be six (6).  The directors shall be elected at
          the annual meeting of the stockholders, except as provided
          in Section 2 of this Article, and each director shall hold
          office until his or her successor is elected and qualified. 
          Directors need not be stockholders."

     FURTHER RESOLVED, that John Combs be and he is hereby elected to the newly
created directorship resulting from the increase in the authorized number of
directors.