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                                                                     EXHIBIT 3.2

                           RESTATED AND AMENDED BYLAWS

                                       OF

                              WSI INDUSTRIES, INC.

                                   ARTICLE I.

                             Offices, Corporate Seal

        Section 1. The registered office of the corporation shall be at 2605
West Wayzata Boulevard, Long Lake, Minnesota 55356 and the corporation may have
offices at such other places as the Board of Directors shall from time to time
determine.

        Section 2. The corporate seal shall be circular in form and have
inscribed thereon in a circle the name of the corporation and the State in which
it is incorporated and the words "Corporate Seal" within the circle.

                                   ARTICLE II.

                            Meetings of Shareholders

        Section 1. An Annual Meeting of the Shareholders of this Corporation
entitled to vote for the election of Directors shall be held at such place
within or without the State of Minnesota as the Board of Directors may
determine, at such time in each calendar year beginning in 1993 as shall be
fixed by the Board of Directors, at which time the shareholders voting as
provided in the Articles of Incorporation shall elect by majority vote a Board
of Directors for the ensuing year, and shall transact such other business as
shall properly be brought before the meeting. To be properly brought before the
meeting, business must be of a nature that is appropriate for consideration at
an annual meeting and must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors; (ii)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors; or (iii) otherwise properly brought before the meeting by a
shareholder. In addition to any other applicable requirements for business to be
properly brought before the annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
corporation. To be timely, each such notice must be given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
corporation, not less than 45 days nor more than 75 days prior to the date on
which the corporation first mailed its proxy materials for the prior year's
annual meeting of shareholders. Each such notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting (w) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting; (x) the name and address of record of the shareholders proposing such
business; (y) the class or series (if any) and number of shares of the
corporation which are owned by the shareholder; and (z) any material interest of
the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be transacted at the annual meeting except in
accordance with the procedures set forth in this Article; provided, however,
that nothing in this Article shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting, in
accordance with these Bylaws.

        The holders of a majority of common shares outstanding and entitled to
vote for the election of Directors at said meeting, present in person or
represented by proxy, shall constitute a quorum for the transaction of business,
except as otherwise provided by law, by the Articles of Incorporation, or by
these Bylaws. In case a quorum be not present at the annual meeting, the meeting
may be adjourned to a late date.  A notice of such adjournment shall be mailed
to each shareholder entitled to vote, at least ten days before such adjourned.

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meeting date, but if a quorum be present they may adjourn from day to day, as
they see fit and no notice need by given.

        Section 2. Except as otherwise provided by the Board of Directors, only
shareholders of record at the close of business on the day prior to the date of
the annual meeting shall be entitled to vote at such meeting, in person or
through proxy. The appointment of proxy shall be in writing filed with the
Secretary at or before the meeting.

        Section 3. Special meetings of the shareholders may be called by the
Secretary upon request of the Executive Committee of the corporation or a
majority of the members of the Board of Directors, or upon request by
shareholders as provided by law.

        Section 4. There shall be mailed to each person shown by the books of
the corporation to be a holder of record of voting shares at the time of mailing
such notice, at his address as shown by the books of the corporation, a notice
setting out the time and place of the annual meeting, which notice shall be
mailed at least ten (10) days prior thereto. There shall be mailed to each
person shown by the books of the corporation to be a shareholder of record at
the time of mailing such notice and entitled to receive such notice, at his
address as shown by the books of the corporation, a notice setting out the time,
place and object of each special meeting, which notice shall be mailed at least
ten (10) days prior thereto.

        Section 5. Subject to the rights of holders of any class or series of
stock having a preference over the common shares as to dividends or upon
liquidation, nominations for the election of Directors may be made by the Board
of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote generally in the election of Directors. However,
any shareholder entitled to vote generally in the election of Directors may
nominate one or more persons for election as Directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the corporation not less than 45 days
nor more than 75 days prior to the date on which the corporation first mailed
its proxy materials for the prior year's annual meeting of shareholders. Each
such notice to the Secretary shall set forth: (i) the name and address of record
of the shareholder who intends to make the nomination; (ii) a representation
that the shareholder is a holder of record of shares of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (iii) the
name, age, business and residence addresses, and principal occupation or
employment of such nominee; (iv) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (v) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (vi) the consent of each nominee to
serve as a Director of the corporation if so elected. The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the corporation to determine the eligibility of such proposed
nominee to serve as a Director of the corporation. The presiding officer of the
meeting may, if the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

                                  ARTICLE III.

                                    Directors

        Section 1. The business and property of the corporation shall be managed
by its Board of Directors, six (6) in number. The term of each Director shall
continue until the next annual meeting of the corporation and until his
successor is elected and qualifies.

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        Section 2. A majority of the Board of Directors shall constitute a
quorum for the transaction or business; provided, however, that if any vacancies
exist by reason of death, resignation, or otherwise, a majority of the remaining
Directors shall constitute a quorum for the filling of vacancies.

        Section 3. The Directors shall meet annually immediately after the
election of Directors, or as soon thereafter as is practicable, at the
registered office of the corporation, or at the place the annual meeting of the
stockholders was held which elected said Directors, or at such other time and
place as may be fixed by the written consent of all of the Directors. No notice
need be given of any regular meeting. Special meetings of the Board of Directors
may be held at such place as may from time to time be fixed by resolution
adopted by a majority of the whole Board of Directors or designated in the
notice of waiver of notice of the meeting. Special meetings of the Board of
Directors may be called by the Chairman of the Board, President or a majority of
the Board of Directors. Notice of such special meetings shall be given by the
Secretary who shall give at least twenty-four (24) hours notice thereof to each
Director by mail, telegraph, telephone, or in person.

        Section 4. Any action which could have been taken at a meeting of the
Board of Directors properly called for that purpose may be taken without a
meeting if done in writing signed by all of the directors, and any such action
shall be as valid and effective in all respects as if taken at a proper meeting
duly called for that purpose.

                                   ARTICLE IV.

                               Executive Committee

        The Board of Directors may designate not more than five of their number
to constitute an Executive Committee which shall have and exercise the power and
authority of the Board of Directors in the management of the business and
conduct of the affairs of the corporation in the interim between regular
meetings of the Board of Directors. Such Executive Committee shall be subject at
all times to the control and direction of the Board of Directors, and shall not
do any or cause any act to be done which will personally and directly benefit
any of the members of such Executive Committee.

                                   ARTICLE V.

                                    Officers

        Section 1. The officers of this corporation shall consist of a Chairman
of the Board, a President, an Executive Vice President, one or more Vice
Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be deemed necessary by the
Board of Directors. Any two officers, except those of President and Executive
Vice President or Vice President, may be held by any one person.

        Section 2. Officers shall be elected at the Annual Meeting of the Board
of Directors or at such other times deemed advisable by the Board of Directors,
and shall hold office until the next Annual Meeting of Directors and until their
successors are elected and qualified. None of the officers, except the Chairman
of the Board, need be a Director.

        Section 3. The Chairman of the Board shall preside at all meetings of
the shareholders and directors and shall have such other duties as may be
prescribed by the Board of Directors. The President shall be the Chief Executive
Officer of the corporation, shall preside at meetings of the shareholders and
the directors in the absence of the Chairman of the Board or in the event there
shall be no Chairman of the Board, shall make


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such reports to the Board of Directors as may from time to time be required or
requested, shall have such duties and responsibilities as generally pertain to
the office of President, and shall have such other powers and shall perform such
other duties as may be from time to time assigned to him by the Board of
Directors. The Vice Presidents of the corporation, including the Executive Vice
President, shall each have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as from time to time may
be conferred upon them by the Board of Directors. In the case of the death,
resignation or disability of the President, the Executive Vice President, or if
none, the Vice President who has held that office for the longest continuous
period of time, shall assume the duties and responsibilities of the President
until further action by the Board of Directors.

        Section 4. The Secretary of the corporation shall keep a record of the
meetings and proceedings of the Board of Directors and shareholders, shall have
custody of the corporate seal and all other corporate records not specifically
entrusted to some other officer by these Bylaws or by direction of the Board of
Directors. He shall give notice of meetings as required by these Bylaws or by
the Board of Directors, and shall perform such other duties as may be assigned
or delegated to him by the Board of Directors

        Section 5. The Treasurer shall keep accurate accounts of all money and
assets of the corporation received or disbursed. He shall deposit all money,
drafts and checks in the name of and to the credit of the corporation in such
banks, depositories or other financial institutions as the majority of the Board
of Directors shall designate from time to time. He shall disburse the funds of
the corporation as ordered by the Board of Directors or officers under direction
of the Board of Directors. He shall render such accounts of the financial
condition of the corporation and its financial affairs and shall perform such
other duties as may be prescribed by the Board of Directors from time to time.

                                   ARTICLE VI.

                              Salaries of Officers

        The salary and other compensation to the officers of the corporation
shall be fixed in the first instance and shall thereafter be subject to change
and amendment by the Board of Directors.

                                  ARTICLE VII.

                               General Provisions

        Section 1. This corporation shall be operated and managed within the
scope of the purposes and powers hereof as set forth and specified in its
Articles of Incorporation.

         Section 2. Shares of stock in this corporation not exceeding the
authorized number thereof as specified in the Articles of Incorporation may be
issued, and certificates therefor shall be authenticated by the President and
Secretary upon authorization by the Board of Directors and receipt by the
corporation of such consideration for such shares as shall be specified by the
Board of Directors.

        In the event that a bank, trust company or other similarly qualified
corporation is designated and agrees to act as the registrar and transfer agent
for the corporation then the signatures of the President and Secretary and the
seal of the corporation may be imprinted upon the stock certificates by
facsimile, and said certificates may be authenticated by signature of an
authorized agent of said registrar and transfer agent. The officers of the
corporation may delegate to such a transfer agent and registrar such of the
duties relating to the recording and maintenance of records relating to stock
and stockholders and the outstanding shares in the corporation as may be deemed
expedient and convenient, approved by the Board of Directors and assumed by said
registrar and transfer agent.


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        Section 3. The Board of Directors may establish reasonable regulations
for recording transfers of shares of stock in this corporation, and may
establish a date, not earlier than sixty days prior to any shareholders'
meeting, as of which the shareholders entitled to vote and to participate in any
shareholders' meeting shall be determined.

        Section 4. Dividends and distributions to shareholders shall be paid at
such times and in such amounts as may be determined by the Board of Directors
consistently with applicable statutes and laws.

        Section 5. From time to time, as it may deem appropriate and
advantageous to the best interests of this corporation, the Board of Directors
may by majority vote establish such bonus, pension, profit-sharing, stock bonus,
stock purchase, stock option, or other employee incentive plans, as and for the
benefit of such of the corporation's employees as it in its sole discretion
shall determine.

        Section 6. Each director, officer, employee and agent, past or present,
of this corporation and each person who serves or may have served at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and their
respective heirs, administrators and executors, shall be indemnified by this
corporation in accordance with, and to the fullest extent provided by, the
provisions of the Minnesota Business Corporation Act as it may from time to time
be amended.

        Section 7. The corporation shall be governed by the Minnesota Business
Corporation Act, as amended from time to time, by its Articles of Incorporation
and by these Bylaws. In matters not provided for by said Act, said Articles or
the Bylaws, the corporation shall be governed by the determination of the Board
of Directors, to the extent consistent with law.

                                  ARTICLE VIII.

                             Adoption and Amendment

        Section 1. The Board of Directors may alter or amend these Bylaws and
may make or adopt additional Bylaws subject to the power of the shareholders to
change or repeal the said Bylaws; provided, however, that the Board of Directors
shall not make or alter any Bylaws relating to the qualifications,
classifications, or terms of office of the members of the Board of Directors.

        Section 2. The shareholders may alter or amend these Bylaws or may make
or adopt additional Bylaws by majority vote of such shareholders at any annual
meeting thereof or any special meeting called for that purpose.

        Amended by the Board of Directors on November 11, 1998

         Approved by the Shareholders on January 7, 1999

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