Exhibit 3.2

DIGITAL ALLY, INC.

CERTIFICATE OF WITHDRAWAL

OF THE

CERTIFICATE OF DESIGNATIONS

OF THE

SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK

AND

SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK

Digital Ally, Inc., a Nevada corporation (the “Corporation”), does hereby certify as follows:

First: Pursuant to the authority vested in the Board of Directors (the “Board of Directors”) of the Corporation by the Articles of Incorporation (as amended from time to time, the “Articles of Incorporation”), the Board previously adopted resolutions creating and authorizing the following series of preferred stock:

(i) 1,400,000 shares of Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”), subject to the Certificate of Designations for Series A Convertible Redeemable Preferred Stock (the “Series A Certificate of Designations”), as filed with the Secretary of State of the State of Nevada on October 17, 2022;

(ii) 100,000 shares of Series B Convertible Redeemable Preferred Stock (the “Series B Preferred Stock”), subject to the Certificate of Designation of Series B Convertible Redeemable Preferred Stock (the “Series B Certificate of Designation” and, together with the Series A Certificate of Designations, the “Certificates of Designations”), as filed with the Secretary of State of the State of Nevada on October 17, 2022.

Second: None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued pursuant to the Series A Certificate of Designations and none of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued pursuant to the Series B Certificate of Designation.

Third: Pursuant to the authority conferred upon the Board of Directors pursuant to the Certificate of Incorporation, the Board of Directors adopted resolutions on April 5, 2024, approving the elimination of each of the Series A Preferred Stock and Series B Preferred Stock as set forth herein:

RESOLVED, that none of the authorized shares of each of the Series A Preferred Stock and Series B Preferred Stock are outstanding and none will be issued pursuant to the Certificates of Designations;

RESOLVED, that, upon filing the Certificate of Withdrawals with the Secretary of State of the State of Nevada, all matters set forth in the Certificates of Designations shall be eliminated from the Articles of Incorporation with respect to each of the Series A Preferred Stock and Series B Preferred Stock; and

RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver to the Secretary of State of the State of Nevada the Certificate of Elimination as required by the Nevada Revised Statutes (the “NRS”) in order to effect the cancellation and elimination of each of the Series A Preferred Stock and Series B Preferred Stock, and any and all documents required to be filed therewith.

Fourth: In accordance with Section 78.1955(6) of the NRS, the Articles of Incorporation as effective immediately prior to the filing of this Certificate of Elimination is hereby amended to eliminate all references to each of the Series A Preferred Stock and Series B Preferred Stock.

[Signature Page Follows]

IN WITNESS WHEREOF, this Certificate of Withdrawal of the Series A Convertible Redeemable Preferred Stock and Series B Convertible Redeemable Preferred Stock of Digital Ally, Inc. has been executed by a duly authorized officer of the Corporation on this 5^th day of April, 2024.

/s/ Stanton E. Ross

Stanton E. Ross

Chairman and CEO

Signature Page to the Certificate of Withdrawal