AMENDMENT NO. 1

                                     TO THE

                         THE AMENDED AND RESTATED BYLAWS

                                       OF

                     EVANS & SUTHERLAND COMPUTER CORPORATION


            Section  3.02  of  the  Amended  and  Restated  Bylaws  of  Evans  &
Sutherland  Computer  Corporation  is hereby  replaced in its entirety  with the
following:

            "Section 3.02 Number,  Tenure and  Qualifications.  Unless otherwise
specifically  provided  in the  articles  of  incorporation,  and subject to the
provisions of the Act, the number of directors of the  corporation  shall be not
less than 3 nor more than 11. The exact number of directors  shall be determined
by a resolution duly adopted by the board of directors or the shareholders.

            As provided in the articles of incorporation, the board of directors
shall be divided into three classes, designated Class I, Class II and Class III.
Each class of directors shall serve for a staggered  three-year term. However, a
director  whose term  expires  shall  continue  to serve  until such  director's
successor  shall have been elected and qualified or until there is a decrease in
the  authorized  number of directors.  No decrease in the  authorized  number of
directors  shall  have  the  effect  of  shortening  the  term of any  incumbent
director.

            If the articles of incorporation  authorize dividing the shares into
classes or series, the articles of incorporation may also authorize the election
of all or a specified  number or portion of  directors  by the holders of one or
more authorized  classes or series of shares,  as provided in Section 804 of the
Act. A class or series of shares  entitled to elect one or more  directors  is a
separate voting group for purposes of the election of directors."

            Effective this ___ day of February, 2001.