Ikos Systems Inc – ‘8-A12G/A’ on 2/3/99 – EX-7

As of:  Wednesday, 2/3/99   ·   Accession #:  1012870-99-301   ·   File #:  0-18623

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment #1 to Form 8-A12G                            9     44K 
 2: EX-1        Amended & Restated Rights Agreement Dated 1/22/99     60    250K 
 3: EX-7        Certificate of Amendment to the Bylaws                 1      7K 
 4: EX-8        Press Release Dated 1/25/99                            2±     9K 

EX-7   —   Certificate of Amendment to the Bylaws

EX-7
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                                                                   EXHIBIT 7

CERTIFICATE OF AMENDMENT OF BYLAWS
OF
IKOS SYSTEMS, INC.

 The undersigned, Joseph W. Rockom, hereby certifies that he is the duly
elected and acting Secretary of IKOS Systems, Inc. and that the following       
amendment to the Corporation's Bylaws was approved by the Corporation's Board of
Directors effective as of January 22, 1999:                                     

    Section 2 of Article I of the Bylaws of this Corporation is hereby amended
to read in its entirety as follows:                                             

     "Special meetings of stockholders of the Corporation may be called only (1)
     by the board of directors pursuant to a resolution adopted by a majority of
   the total number of authorized directors (whether or not there exists any
vacancies in previously authorized directorships at the time any such 
     resolution is presented to the Board for adoption) or (2) by the holders of
     not less than ten percent (10%) of all of the shares entitled to cast votes
at the meeting.                                                       

   Upon request in writing sent by registered mail to the president or chief
 executive officer by any stockholder or stockholders entitled to call a
  special meeting of stockholders pursuant to this Section 2, the board of
 directors shall determine a place and time for such meeting, which time
   shall be not less than one hundred twenty (120) nor more than one hundred
    thirty (130) days after the receipt of such request, and a record date for
     the determination of stockholders entitled to vote at such meeting shall be
   fixed by the board of directors, in advance, which shall not be more than
 60 days nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action.  Following such receipt of a  
   request and determination of the validity of the request, it shall be the
duty of the secretary to cause notice to be given to the stockholders 
entitled to vote at such meeting, in the manner set forth in Section 2
   hereof, that a meeting will be held at the place and time so determined".

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
date first written above.                                                       

                      /s/ Joseph W. Rockom
                                 ---------------------------------
                 Joseph W. Rockom,
         Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12G/A’ Filing		Date		Other Filings
Filed on:		2/3/99		8-K/A
		1/22/99		8-K/A,  DEF 14A
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