<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex3.txt
<DESCRIPTION>AMENDMENTS TO BY-LAWS
<TEXT>
                                DCAP GROUP, INC.

                    (Amendments made to Amended and Restated
                    By-Laws effective as of January 5, 2005)

Paragraph 2 of Section 1 of Article III has been revised to read as follows:

     "In the event that,  during any period  beginning with the adjournment of a
particular annual meeting of the stockholders of the corporation and ending with
the  commencement  of the following  annual meeting of the  stockholders  of the
corporation,  a director  shall be absent from (due to his failure to be present
in  person  or by  conference  telephone)  seven  (7)  meetings  of the board of
directors of the  corporation,  then,  effective  with the missed  seventh (7th)
meeting,  he shall thereupon be deemed to have resigned as a director unless the
board of directors shall determine, in its sole discretion,  that one or more of
the  absences  was  excusable.  With regard to any such  meeting of the board of
directors held for the purpose of  determining  whether one or more absences was
excusable (among possible other  purposes),  unless the chairman of the board or
the president determines otherwise, the subject individual shall not be entitled
to notice  thereof and shall not be  entitled  to attend.  In the event that the
board of  directors  determines  that an absence  from a  particular  meeting or
meetings was excusable,  then,  for purposes  hereof only, the director shall be
deemed to have  attended  the  particular  meeting(s).  The  provisions  of this
paragraph shall apply to meetings missed after November 24, 2004."

Section 9 of Article III has been revised to read as follows:

     "Section 9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the board of directors may be taken without a meeting, if prior to such action a
written  consent  thereto is signed by all members of the board and such written
consent is filed with the minutes of proceedings of the board."

Article III has been amended to include the following sections:

     "Section 12. Each  committee may hold  meetings,  both regular and special,
either within or without the State of Delaware.

     Section 13.  Regular  meetings of each committee may be held without notice
at such time and at such place as shall from time to time be  determined by such
committee.

     Section 14.  Special  meetings of a committee may be called by the chairman
of the  committee  on one (1) day's  notice  to each  committee  member,  either
personally,  by overnight  mail,  by telegram,  by e-mail,  by  telecopier or by
telephone.  For purposes hereof,  one (1) day's notice shall be satisfied by the
delivery of such notice as shall result in the committee member receiving notice
by 5:00 p.m.,

<PAGE>

New York City time,  on the day  immediately  preceding  the date of the meeting
(provided  that the time of the meeting is no earlier  than 8:00 a.m.,  New York
City time).

     Section 15. At all  meetings of a  committee,  a majority of the  committee
members shall constitute a quorum for the transaction of business and the act of
a majority of the committee  members  present at any meeting at which there is a
quorum  shall be the act of the  committee.  If a quorum shall not be present at
any meeting of a committee,  the committee  members  present thereat may adjourn
the meeting from time to time,  without  notice other than  announcement  at the
meeting, until a quorum shall be present.

     Section 16. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
a committee  may be taken  without a meeting,  if prior to such action a written
consent  thereto is signed by all members of such  committee,  and such  written
consent is filed with the minutes of proceedings of the committee."

     Section 12 of the By-Laws was renumbered as "Section 17".

</TEXT>
</DOCUMENT>
