Exhibit 3.2


                              ENGLOBAL CORPORATION

                    AMENDMENTS TO AMENDED AND RESTATED BYLAWS

                                 April 29, 2008


         Effective as of April 29, 2008, the Board of Directors of ENGlobal
Corporation, a Nevada corporation (the "Corporation"), adopted the following
amendments to the Corporation's Amended and Restated Bylaws (the "Bylaws"):

         1. Section 2.09 of the Bylaws is amended to read in its entirety as
follows:

                  "2.09 Proxies. At any meeting of the shareholders, any
         shareholder may be represented and vote by a proxy or proxies appointed
         by an instrument in writing or by the transmittal or authorization of
         the transmittal of an electronic record to the person who will be the
         holder of the proxy or a firm which solicits proxies or like agent who
         is authorized by the person who will be the holder of the proxy to
         receive the transmission. Execution may be accomplished by the signing
         of the writing by the shareholder or other persons authorized to sign
         on his behalf, or by causing the signature of the shareholder to be
         made by any reasonable means including, but not limited to, a facsimile
         signature or other electronic transmission. In the event any such
         written or electronic instrument shall designate two or more persons to
         act as proxies, a majority of such persons present at the meeting, or,
         if only one shall be present, then that one shall have and may exercise
         all of the powers conferred by such written instrument upon all of the
         persons so designated unless the instrument shall otherwise provide.
         Additionally, a shareholder may designate a proxy by transmission of a
         facsimile or other electronic transmission that sets forth sufficient
         information to determine that the transmission was authorized by the
         shareholder. No such proxy shall be valid after the expiration of six
         months from the date of its execution or transmittal, unless coupled
         with an interest, or unless the person executing it specified therein
         the length of time for which it is to continue in force, which in no
         case shall exceed seven years from the date of its execution. Subject
         to the above, any proxy duly executed or transmitted is not revoked and
         continues in full force and effect until an instrument revoking it or a
         duly executed proxy bearing a later date is filed with the secretary of
         the Corporation. At no time shall any proxy be valid which shall be
         filed or transmitted less than ten hours before the commencement of the
         meeting."

         2. Section 2.14 of the Bylaws is amended to read in its entirety as
follows:

                  "2.14 Election of Directors. Directors shall be elected by a
         plurality of the votes entitled to be cast for the election of
         directors. At each election of directors, every shareholder entitled to
         vote at such election shall have the right to vote, in person or by
         proxy, the number of shares owned by him for as many persons as there
         are directors to be elected and for whose election he has a right to
         vote. A shareholder does not have a right to cumulate his vote for any
         one director. A shareholder may only cast a vote for each director to
         be elected which does not exceed the number of shares owned by that
         shareholder. Directors of this Corporation shall not be elected
         otherwise."