LOWRANCE ELECTRONICS, INC.



                                     BYLAWS



                                    ARTICLE I



                                     Office



         Section 1. Registered Office. Its registered office shall be located in

the State of Delaware, County of New Castle, in the City of Wilmington, at

Corporation Trust Center, 1209 Orange Street, and the name of its registered

agent shall be The Corporation Trust Company, Corporation Trust Center, 1209

Orange Street, in the City of Wilmington, County of New Castle, Delaware.



         Section 2. Other Offices. The Corporation may also have offices at such

other places as the Board of Directors may from time to time determine or the

business of the Corporation may require.



                                   ARTICLE II



                            Meetings of Stockholders



         Section 1. Location. All meetings of the Stockholders shall be held at

the registered office of the Corporation in Wilmington, Delaware or at its

principal offices in Tulsa, Oklahoma, or such other place as shall be

determined, from time to time, by the Board of Directors, and the time and place

of such meetings shall be stated in the notice of the meeting, or in a duly

executed Waiver of Notice thereof.



         Section 2. Annual Meeting. An Annual Meeting of the Stockholders shall

be held on the second Tuesday of December of each year, commencing with the year

1987, if not a legal holiday, and if a legal holiday, then on the next secular

day following, at 10:00 a.m., at which time they shall elect by a plurality

vote, by ballot, a Board of Directors, and transact such other business as may

properly be brought before the meeting.



         Section 3. Notice of Annual Meeting. Written notice of the Annual

Meeting shall be served upon or mailed to each Stockholder entitled to vote

thereat at such address as appears on the books of the Corporation, at least ten

(10) days prior to the meeting.



         Section 4. Election of Directors. At least ten (10) days before every

election of Directors, a complete list of the Stockholders entitled to vote at

said election, arranged in alphabetical order, with the residence of each and

the number of voting shares held by each, shall be prepared by the Secretary or

Assistant Secretary. Such list shall be open to the examination of any

Stockholder at the Company's executive offices at 12000 East Skelly Drive,

Tulsa, Oklahoma, for said ten (10) days and shall be produced and kept at the

time and place of election during the whole time thereof, and subject to the

inspection of any Stockholder who may be present.



         Section 5. Special Meetings. Special meetings of Stockholders may be

called at any time only as provided in the Certificate of Incorporation. Any

such call must specify the matter or matters to be acted upon at such meeting

and only such matter or matters shall be acted upon thereat.



         Section 6. Notice of Special Meetings. Written notice of a Special

Meeting of Stockholders, stating the time and place and object thereof, shall be

served upon or mailed to each Stockholder entitled to vote thereat at such

address as appears on the books of the Corporation, at least ten (10) days

before such meeting.



         Section 7. Business at Special Meetings. Business transacted at all

Special Meetings shall be confined to the objects stated in the call.

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