On December 7, 2007, eOn Communications Corporation (the "Company") amended and restated the Company's Bylaws. The amendments include revisions to Section 34 of the Amended and Restated Bylaws, which now expressly provide for the issuance of uncertificated shares. Under amendments to Rule 4350(1) of The Nasdaq Marketplace Rules, which will become effective January 1, 2008, issuers are required to be eligible for a direct registration program, which permits an investor's ownership to be recorded and maintained on the books of the issuer or its transfer agent without the issuance of a physical stock certificate.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3 and incorporated herein by reference.

Exhibits:



     Exhibit
     Number    Description of Exhibit
     3.3       Amended and Restated Bylaws of eOn Communications Corporation