EXHIBIT 3.2
                                     BY-LAWS

                                       OF

                     GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.

                (As Amended and Restated as of January 25, 2000)



          1.   MEETINGS OF STOCKHOLDERS

               1.1 ANNUAL MEETING. The annual meeting of stockholders shall be
held on the first Thursday of May in each year, or as soon thereafter as
practicable, and shall be held at a place and time determined by the board of
directors (the "Board").

               1.2 SPECIAL MEETINGS. Special meetings of the stockholders may be
called by resolution of the Board or by the chairman of the board. Special
meetings of the stockholders shall be called by the chairman of the board or
secretary upon the written request (stating the purpose or purposes of the
meeting) of a majority of the directors then in office or of the holders of a
majority of the outstanding shares entitled to vote. Only business related to
the purposes set forth in the notice of the meeting may be transacted at a
special meeting.

               1.3 PLACE AND TIME OF MEETINGS. Meetings of the stockholders may
be held in or outside Delaware at the place and time specified by the Board or
the officers or stockholders requesting the meeting.

               1.4 NOTICE OF MEETINGS; WAIVER OF NOTICE. Written notice of each
meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need


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be given except when required under Section 1.5 of these by-laws or by law. Each
notice of a meeting shall be given,  personally or by mail, not less than 10 nor
more than 60 days  before the  meeting and shall state the time and place of the
meeting, and unless it is the annual meeting,  shall state at whose direction or
request  the  meeting is called  and the  purposes  for which it is  called.  If
mailed,  notice shall be considered  given when mailed to a  stockholder  at his
address on the  corporation's  records.  The attendance of any  stockholder at a
meeting,  without protesting at the beginning of the meeting that the meeting is
not lawfully called or convened, shall constitute a waiver of notice by him.

               1.5 QUORUM. At any meeting of stockholders, the presence in
person or by proxy of the holders of a majority of the shares entitled to vote
shall constitute a quorum for the transaction of any business. In the absence of
a quorum, a majority in voting interest of those present or, if no stockholders
are present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present, any action may be taken which might have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time and place are announced at the meeting at
which the adjournment is taken except that, if adjournment is for more than
thirty days or if, after the adjournment, a new record date is fixed for the
meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.


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               1.6 VOTING; PROXIES. Each stockholder of record shall be entitled
to one vote for every share registered in his name. Corporate action to be taken
by stockholder vote, other than the election of directors, shall be authorized
by a majority of the votes cast at a meeting of stockholders, except as
otherwise provided by law or by Section 1.8 of these by-laws. Directors shall be
elected in the manner provided in Section 2.1 of these by-laws. Voting need not
be by ballot unless requested by a majority of the stockholders entitled to vote
at the meeting or ordered by the chairman of the meeting; however, all elections
of directors shall be by written ballot, unless otherwise provided in the
certificate of incorporation. Each stockholder entitled to vote at any meeting
of stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy
shall be valid after three years from its date unless it provides otherwise.

               1.7 LIST OF STOCKHOLDERS. Not less than 10 days prior to the date
of any meeting of stockholders, the secretary of the corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place specified in the
notice of the meeting which is


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within the city where the meeting is to be held or (b) at the place where the
meeting is to be held. The list shall also be available for inspection by
stockholders at the time and place of the meeting.

               1.8 ACTION BY CONSENT WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voting. Prompt notice of the taking of any such
action shall be given to those stockholders who did not consent in writing.

               2.  BOARD OF DIRECTORS.

               2.1 NUMBER, QUALIFICATION, ELECTION AND TERM OF DIRECTORS. The
business of the corporation shall be managed by the entire Board, which shall
consist of no less than seven or more than thirteen directors, the exact number
to be determined from time to time by a vote of the majority of the entire Board
of Directors or as provided in Article ELEVENTH of the corporation's Certificate
of Incorporation. The Board of Directors shall initially be composed of seven
members as follows: three directors selected by the Senior Note Committee, three
directors selected by the Informal TOPrS Committee, and the Chief Executive
Officer of the corporation (all capitalized terms not defined in these by-laws
have the meanings given to them in the Joint Plan of Reorganization approved on
September 1, 1999 by the United States Bankruptcy Court for the Southern
District of New York). The number of directors may be changed by resolution of a
majority of the Board or by a majority


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of the stockholders, but no decrease may shorten the term of any incumbent
director. Directors shall be elected at each annual meeting of stockholders by a
plurality of the votes cast and shall hold office until the next annual meeting
of stockholders and until the election and qualification of their respective
successors, subject to the provisions of Section 2.9. As used in these by-laws,
the term "entire Board" means the total number of directors which the
corporation would have if there were no vacancies on the Board.

               2.2 QUORUM AND MANNER OF ACTING. A majority of the entire Board
shall constitute a quorum for the transaction of business at any meeting, except
as provided in Section 2.10 of these by-laws. Action of the Board shall be
authorized by the vote of a majority of the directors present at the time of the
vote if there is a quorum, unless otherwise provided by law or these by-laws. In
the absence of a quorum a majority of the directors present may adjourn any
meeting from time to time until a quorum is present.

               2.3 PLACE OF MEETINGS. Meetings of the Board may be held in or
outside Delaware.

               2.4 ANNUAL AND REGULAR MEETINGS. Annual meetings of the Board,
for the election of officers and consideration of other matters, shall be held
either (a) without notice immediately after the annual meeting of stockholders
and at the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.


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               2.5 SPECIAL MEETINGS. Special meetings of the Board may be called
by the chairman of the board or by a majority of the directors.

               2.6 NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the time and
place of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering or
telephoning or telegraphing it to him at least two days before the meeting.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called. Notice need not be given to any director who submits a
signed waiver of notice before or after the meeting or who attends the meeting
without protesting at the beginning of the meeting the transaction of any
business because the meeting was not lawfully called or convened. Notice of any
adjourned meeting need not be given, other than by announcement at the meeting
at which the adjournment is taken.

               2.7 BOARD OR COMMITTEE ACTION WITHOUT A MEETING. Any action
required or permitted to be taken by the Board or by any committee of the Board
may be taken without a meeting if all of the members of the Board or of the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents by the members of the Board or
the committee shall be filed with the minutes of the proceeding of the Board or
of the committee.

               2.8 PARTICIPATION IN BOARD OR COMMITTEE MEETINGS BY CONFERENCE
TELEPHONE. Any or all members of the Board or of any committee of the Board may
participate in a meeting of the Board or of the committee by means of a
conference telephone


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or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.

               2.9 RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign
at any time by delivering his resignation in writing to the chairman of the
board, the president or secretary of the corporation, to take effect at the time
specified in the resignation; the acceptance of a resignation, unless required
by its terms, shall not be necessary to make it effective. Any or all of the
directors may be removed at any time, either with or without cause, by majority
vote of the stockholders.

               2.10 VACANCIES. Any vacancy on the Board, including one created
by an increase in the number of directors, may be filled for the unexpired term
by a majority vote of the remaining directors, though less than a quorum.

               2.11 COMPENSATION. Directors shall receive such compensation as
the Board determines, together with reimbursement of their reasonable expenses
in connection with the performance of their duties. A director may also be paid
for serving the corporation, its affiliates or subsidiaries in other capacities.

               2.12 RIGHTS OF NOTEHOLDERS. Notwithstanding any other provision
of these by-laws, so long as any principal, interest or other amounts (whether
or not due) remain unpaid under the Indenture dated as of January 25, 2000
relating to the 10.75% Senior Secured Notes due 2004 of the Corporation's
subsidiary Golden Books Publishing Company, Inc. (as such may be amended,
restated, supplemented or otherwise modified from time to time and all
instruments evidencing any refinancing thereof from time to time, the
"Indenture"


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and the "Notes") or under the Notes, (i) prior to the occurrence of a Director
Event (as defined in the Indenture), the Corporation's board of directors shall
consist of seven members, and (ii) upon the occurrence of a Director Event, the
number of members of the Corporation's board of directors shall be increased to
eight as stated in the Indenture and the holders of the Notes shall have the
right to elect one member of the Corporation's board of directors as specified
in the Indenture and shall have all other rights and protections specified in
the Indenture. Notwithstanding Section 7.4 below, this Section 2.12 and all
other provisions of these by-laws that directly or indirectly implement the
rights of holders of the Notes may not be amended or modified except as provided
in the Indenture.

               3. COMMITTEES.

                    3.1 EXECUTIVE COMMITTEE. The Board, by resolution adopted by
a majority of the entire Board, may designate an Executive Committee of one or
more directors which shall have all the powers and authority of the Board,
except as otherwise provided in the resolution, section 141(c) of the Delaware
General Corporation Law, or any other applicable law. The members of the
Executive Committee shall serve at the pleasure of the Board. All action of the
Executive Committee shall be reported to the Board at its next meeting.

                    3.2 OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate other committees of directors of one
or more directors, which shall serve at the Board's pleasure and have such
powers and duties as the Board determines.

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                    3.3 RULES APPLICABLE TO COMMITTEES. The Board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.

               4. OFFICERS.

                    4.1 NUMBER; SECURITY. The executive officers of the
corporation shall be the chairman of the board, the president, one or more vice
presidents (including one or more executive vice presidents, if the Board so
determines), a secretary and a treasurer. Any two or more offices may be held by
the same person. The Board may require any officer, agent or employee to give
security for the faithful performance of his duties.

                    4.2 ELECTION; TERM OF OFFICE. The executive officers of the
corporation shall be elected annually by the Board, and each such officer shall
hold office until the next annual meeting of the Board and until the election of
his successor, subject to the provisions of Section 4.4.

                    4.3 SUBORDINATE OFFICERS. The Board may appoint subordinate
officers (including assistant secretaries and assistant treasurers), agents or
employees, each of whom shall hold office for such period and have such powers
and duties as the Board


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determines. The Board may delegate to any executive officer or to any committee
the power to appoint and define the powers and duties of any subordinate
officers, agents or employees.

                    4.4 RESIGNATION AND REMOVAL OF OFFICERS. Any officer may
resign at any time by delivering his resignation in writing to the chairman of
the board, the president or secretary of the corporation, to take effect at the
time specified in the resignation; the acceptance of a resignation, unless
required by its terms, shall not be necessary to make it effective. Any officer
elected or appointed by the Board or appointed by an executive officer or by a
committee may be removed by the Board either with or without cause, and in the
case of an officer appointed by an executive officer or by a committee, by the
officer or committee which appointed him or by the chairman of the board.

                    4.5 VACANCIES. A vacancy in any office may be filled for the
unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws
for election or appointment to the office.

                    4.6 CHAIRMAN OF THE BOARD. The chairman of the board shall
be the chief executive officer of the corporation, shall preside at all meetings
of the Board and of the stockholders, and shall have such powers and duties as
the Board assigns to him.

                    4.7 THE PRESIDENT. The president shall serve as the chief
operating officer of the corporation. Subject to the control of the Board, and
the chairman of the board, he shall have general supervision over the business
of the corporation and shall have such other powers and duties as presidents of
corporations usually have or as the Board assigns to him.


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                    4.8 VICE PRESIDENT. Each vice president shall have such
powers and duties as the Board or the chairman of the board assigns to him.

                    4.9 THE TREASURER. The treasurer shall be the chief
financial officer of the corporation and shall be in charge of the corporation's
books and accounts. Subject to the control of the Board, he shall have such
other powers and duties as the Board or the chairman of the board assigns to
him.

                    4.10 THE SECRETARY. The secretary shall be the secretary of,
and keep the minutes of, all meetings of the Board and of the stockholders,
shall be responsible for giving notice of all meetings of stockholders and of
the Board, and shall keep the seal and, when authorized by the Board, apply it
to any instrument requiring it. Subject to the control of the Board, he shall
have such powers and duties as the Board or the chairman of the board assigns to
him. In the absence of the secretary from any meeting, the minutes shall be kept
by the person appointed for that purpose by the presiding officer.

                    4.11 SALARIES. The Board may fix the officers' salaries, if
any, or it may authorize the chairman of the board to fix the salary of any
other officer.

               5. SHARES.

                    5.1 CERTIFICATES. The corporation's shares shall be
represented by certificates in the form approved by the Board. Each certificate
shall be signed by the chairman of the board, the president or a vice president,
and by the secretary or an assistant secretary or the treasurer or an assistant
treasurer, and shall be sealed with the corporation's seal or a facsimile of the
seal. Any or all of the signatures on the certificate may be a facsimile.


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                    5.2 TRANSFERS. Shares shall be transferable only on the
corporation's books, upon surrender of the certificate for the shares, properly
endorsed. The Board may require satisfactory surety before issuing a new
certificate to replace a certificate claimed to have been lost or destroyed.

                    5.3 DETERMINATION OF STOCKHOLDERS OF RECORD. The Board may
fix, in advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action. The record date may not be more than 60 or less than 10 days
before the date of the meeting or more than 60 days before any other action. If
no such record date is fixed: (a) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; and (b) the record date of determining
stockholders for any purpose other than those specified in Section 5.3(a) shall
be at the close of business on the day on which the Board adopts the resolutions
relating thereto. When a determination of stockholders entitled to notice of or
to vote at any meeting of stockholders has been made as provided in this Section
5.3, such determination shall apply to any adjournment thereof unless the Board
fixes a new record date for the adjourned meeting.

               6. INDEMNIFICATION

               The corporation shall indemnify and advance litigation
expenses to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as amended


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from  time  to  time  and  consistent  with  the  corporation's  Certificate  of
Incorporation,  to each  person  who is or was an  officer  or  director  of the
corporation  and is or was a party  or is  threatened  to be made a party to any
action,  suit or  proceeding by reason of the fact that such officer or director
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise.

               7. MISCELLANEOUS.

                    7.1 SEAL. The Board shall adopt a corporate seal, which
shall be in the form of a circle and shall bear the corporation's name and the
year and state in which it was incorporated.

                    7.2 FISCAL YEAR. The Board may determine the corporation's
fiscal year. Until changed by the Board, the last day of the corporation's
fiscal year shall be the last Saturday in December in each year, and the
following fiscal year shall begin on the next day.

                    7.3 VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other
corporations which are held by the corporation may be represented and voted by
the Board, chairman of the board, the president or an executive vice president
of this corporation or by a proxy or proxies appointed by one of them. The Board
may, however, appoint some other person to vote the shares.


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                    7.4 AMENDMENTS. By-laws may be amended, repealed or adopted
by the stockholders or by a majority of the entire Board, but any by-law adopted
by the Board may be amended or repealed by the stockholders.


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