EXHIBIT 3.2



















                           AMENDED AND RESTATED BYLAWS

                                       OF

                            TRENDWEST RESORTS, INC.


<PAGE>
                                TABLE OF CONTENTS




ARTICLE 1.  SHAREHOLDERS' MEETINGS  . . . . . . . . . . . . . . . . . .    1

         Section 1.1  Annual Meeting  . . . . . . . . . . . . . . . . .    1
         Section 1.2  Special Meetings  . . . . . . . . . . . . . . . .    1
         Section 1.3  Notice  . . . . . . . . . . . . . . . . . . . . .    1
         Section 1.4  Waiver of Notice  . . . . . . . . . . . . . . . .    1
         Section 1.5  Voting  . . . . . . . . . . . . . . . . . . . . .    1
         Section 1.6  Quorum; Vote Required . . . . . . . . . . . . . .    2
         Section 1.7  Action Without Meeting  . . . . . . . . . . . . .    2

ARTICLE 2.  BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . .    2

         Section 2.1  Number and Election of Directors  . . . . . . . .    2
         Section 2.2  Vacancies . . . . . . . . . . . . . . . . . . . .    2
         Section 2.3  Annual Meeting  . . . . . . . . . . . . . . . . .    2
         Section 2.4  Regular Meetings  . . . . . . . . . . . . . . . .    3
         Section 2.5  Special Meetings  . . . . . . . . . . . . . . . .    3
         Section 2.6  Telephonic Meetings . . . . . . . . . . . . . . .    3
         Section 2.7  Waiver of Notice  . . . . . . . . . . . . . . . .    3
         Section 2.8  Quorum  . . . . . . . . . . . . . . . . . . . . .    3
         Section 2.9  Voting  . . . . . . . . . . . . . . . . . . . . .    3
         Section 2.10  Action Without Meeting . . . . . . . . . . . . .    3
         Section 2.11  Removal of Directors . . . . . . . . . . . . . .    4
         Section 2.12  Powers of Directors  . . . . . . . . . . . . . .    4
         Section 2.13  Committees . . . . . . . . . . . . . . . . . . .    4
         Section 2.14  Chairman of the Board  . . . . . . . . . . . . .    5

ARTICLE 3.  OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . .    5

         Section 3.1  Composition . . . . . . . . . . . . . . . . . . .    5
         Section 3.2  Chief Executive Officer . . . . . . . . . . . . .    5
         Section 3.3  President . . . . . . . . . . . . . . . . . . . .    5
         Section 3.4  Vice President  . . . . . . . . . . . . . . . . .    6
         Section 3.5  Secretary . . . . . . . . . . . . . . . . . . . .    6
         Section 3.6  Treasurer . . . . . . . . . . . . . . . . . . . .    6
         Section 3.7  Removal . . . . . . . . . . . . . . . . . . . . .    6

ARTICLE 4.  STOCK AND OTHER SECURITIES  . . . . . . . . . . . . . . . .    6

         Section 4.1  Certificates  . . . . . . . . . . . . . . . . . .    6
         Section 4.2  Transfer Agent and Registrar  . . . . . . . . . .    6
         Section 4.3  Transfer  . . . . . . . . . . . . . . . . . . . .    6
         Section 4.4  Necessity for Registration  . . . . . . . . . . .    7
         Section 4.5  Fixing Record Date  . . . . . . . . . . . . . . .    7
         Section 4.6  Record Date for Adjourned Meeting . . . . . . . .    7
         Section 4.7  Lost Certificates . . . . . . . . . . . . . . . .    7
         Section 4.8  Oregon Control Shares Act .  . . . . . . . . . .     7





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ARTICLE 5.  CORPORATE SEAL  . . . . . . . . . . . . . . . . . . . . . .    7

ARTICLE 6.  AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . .    8

ARTICLE 7.  SEVERABILITY  . . . . . . . . . . . . . . . . . . . . . . .    8






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                           AMENDED AND RESTATED BYLAWS

                                       OF

                            TRENDWEST RESORTS, INC.


                                   ARTICLE 1.

                             SHAREHOLDERS' MEETINGS


     Section 1.1 Annual Meeting. The annual meeting of the shareholders will be
held at 10:00 a.m. on the 15th day in the month of March of every year at the
principal office of the Corporation or at such other time, date or place as may
be determined by the Board of Directors. At such meeting the shareholders
entitled to vote will elect a Board of Directors and transact such other
business as may come before the meeting.

     Section 1.2 Special Meetings. Special meetings of shareholders will be held
at any time on call of the President or the Board of Directors, or on demand in
writing by shareholders of record holding shares with at least 10 percent of the
votes entitled to be cast on any matter proposed to be considered at the special
meeting.

     Section 1.3 Notice. Written notice stating the place, date and time of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, will be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the President or the Secretary, to each shareholder of
record entitled to vote at such meeting. If mailed, the notice will be deemed to
be delivered when deposited in the United States mail addressed to the
shareholder at the shareholder's address as it appears on the current
shareholder records of the Corporation, with postage prepaid.

     Section 1.4 Waiver of Notice. A shareholder may, at any time, waive any
notice required by these Bylaws, the Articles of Incorporation or the Oregon
Business Corporation Act. Except as otherwise provided by this Section 1.4, the
waiver must be in writing, must be signed by the shareholder and must be
delivered to the Corporation for inclusion in the minutes and filing in the
corporate records. A shareholder's attendance at a meeting waives any objection
to (a) lack of notice or defective notice, unless the shareholder objects at the
beginning of the meeting to holding the meeting or transacting business at the
meeting and (b) consideration of any matter at the meeting that is not within
the purpose or purposes described in the notice of a special meeting, unless the
shareholder objects to considering the matter when it is first presented.

     Section 1.5 Voting. Except as otherwise provided in the Articles of
Incorporation, each shareholder will be entitled to one vote, in person or by
proxy, on each matter voted on at a shareholder's meeting for each share of
stock outstanding in such shareholder's name on the records of the Corporation
which is entitled to vote on such matter. Unless held as trustee or in another
fiduciary capacity, shares may not be voted if held by another corporation in
which the Corporation holds a majority of the shares entitled to vote for
directors of such other corporation.





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     Section 1.6 Quorum; Vote Required. A majority of the shares entitled to
vote on a matter, represented in person or by proxies, will constitute a quorum
with respect to that matter at any meeting of the shareholders. If a quorum is
present, action on a matter, other than the election of directors, is approved
if the votes cast in favor of the action exceed the votes cast in opposition,
unless the vote of a greater number is required by the Oregon Business
Corporation Act or the Articles of Incorporation. Election of directors is
governed by Section 2.1 of these Bylaws. Unless otherwise provided in the
Articles of Incorporation, a majority of votes represented at a meeting of
shareholders, whether or not a quorum, may adjourn the meeting to a different
time, date, or place. No further notice of the adjourned meeting is required if
the new time, date, and place is announced at the meeting prior to adjournment
and the date is set 120 days or less from the date of the original meeting.

     Section 1.7 Action Without Meeting. Any action required or permitted to be
taken at a meeting of shareholders may be taken without a meeting if a written
consent, or consents, describing the action taken is signed by all of the
shareholders entitled to vote on the action and is delivered to the Corporation
for inclusion in the minutes and filing with the corporate records. The action
is effective when the last shareholder signs the consent, unless the consent
specifies an earlier or later effective date. A consent signed under this
section has the effect of a meeting vote and may be described as such in any
document. Unless a record date for determining the shareholders entitled to take
action without a meeting is otherwise established, the record date for that
purpose is the date the first shareholder signs the consent. If the Oregon
Business Corporation Act requires that notice of a proposed action be given to
non-voting shareholders and that the action is to be taken by unanimous consent
of the shareholders, at least 10 days written notice of the proposed action will
be given to non-voting shareholders before the action is taken.


                                   ARTICLE 2.

                               BOARD OF DIRECTORS

     Section 2.1 Number and Election of Directors. The Board of Directors will
consist of not less than six (6) members and not more than eleven (11) members.
The number of directors will be established within this range from time to time
by the Board of Directors. A decrease in the number of directors will not have
the effect of shortening the term of any incumbent director. At each annual
meeting, the shareholders will elect directors by a plurality of the votes cast
by the shares entitled to vote in the election. Each director will be elected to
hold office until the next annual meeting of shareholders and until the election
and qualification of a successor, subject to prior death, resignation or
removal.

     Section 2.2 Vacancies. Unless otherwise provided in the Articles of
Incorporation, any vacancy occurring in the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the Board of Directors or if the remaining directors do not constitute a quorum,
by the affirmative vote of a majority of the remaining directors. A director
elected to fill a vacancy will serve for the unexpired term of the director's
predecessor in office, subject to prior death, resignation or removal.

     Section 2.3 Annual Meeting. An annual meeting of the Board of Directors
will be held without notice immediately after the adjournment of the annual
meeting of the shareholders or at another time designated by the Board of
Directors upon notice in the same manner as





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provided in Section 2.5. The annual meeting will be held at the principal office
of the Corporation or at such other place as the Board of Directors may
designate.

     Section 2.4 Regular Meetings. The Board of Directors may provide by
resolution for regular meetings. Unless otherwise required by such resolution,
regular meetings may be held without notice of the date, time, place or purpose
of the meeting.

     Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the President, the Chief Executive Officer or any member of the
Board of Directors. Notice of each special meeting will be given to each
director, either by oral or in written notification actually received not less
than 24 hours prior to the meeting or by written notice mailed by deposit in the
United States mail, first class postage prepaid, addressed to the director at
the director's address appearing on the records of the Corporation not less than
72 hours prior to the meeting. Special meetings of the directors may also be
held at any time when all members of the Board of Directors are present and
consent to a special meeting. Special meetings of the directors will be held at
the principal office of the Corporation or at any other place designated by a
majority of the Board of Directors.

     Section 2.6 Telephonic Meetings. The Board of Directors may permit
directors to participate in a meeting by any means of communication by which all
of the persons participating in the meeting can hear each other at the same
time. Participation in such a meeting will constitute presence in person at the
meeting.

     Section 2.7 Waiver of Notice. A director may, at any time, waive any notice
required by these Bylaws, the Articles of Incorporation or the Oregon Business
Corporation Act. Except as otherwise provided in this Section 2.7, the waiver
must be in writing, must be signed by the director, must specify the meeting for
which notice is waived, and must be delivered to the Corporation for inclusion
in the minutes and filing in the corporate records. A director's attendance at a
meeting waives any required notice, unless the director at the beginning of the
meeting or promptly upon the director's arrival objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting. Section 2.8 Quorum. A majority of the
number of directors that has been established by the Board of Directors pursuant
to Section 2.1 of these Bylaws will constitute a quorum for the transaction of
business. Section 2.9 Voting. The act of the majority of the directors present
at a meeting at which a quorum is present will for all purposes constitute the
act of the Board of Directors, unless otherwise provided by the Articles of
Incorporation or these Bylaws.

     Section 2.10 Action Without Meeting. Unless otherwise provided by the
Articles of Incorporation, any action required or permitted to be taken at a
Board of Directors meeting may be taken without a meeting if a written consent,
or consents, describing the action taken is signed by each director and included
in the minutes and filed with the corporate records. The action is effective
when the last director signs the consent, unless the consent specifies an
earlier or later effective date. A consent signed under this section has the
effect of an act of the Board of Directors at a meeting and may be described as
such in any document.





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     Section 2.11 Removal of Directors. Unless otherwise provided by the
Articles of Incorporation, the shareholders, at any meeting of the shareholders
called expressly for that purpose, may remove any director from office, with or
without cause.

     Section 2.12 Powers of Directors. The Board of Directors will have the sole
responsibility for the management of the business of the Corporation. In the
management and control of the property, business and affairs of the Corporation,
the Board of Directors is vested with all of the powers possessed by the
Corporation itself, so far as this delegation of power is not inconsistent with
the Oregon Business Corporation Act, the Articles of Incorporation, or these
Bylaws. The Board of Directors will have the power to determine what amount
constitutes net earnings of the Corporation, what amount will be reserved for
working capital and for any other purpose, and what amount, if any, will be
declared as dividends. Such determinations by the Board of Directors will be
final and conclusive except as otherwise expressly provided by the Oregon
Business Corporation Act or the Articles of Incorporation. The Board of
Directors may designate one or more officers of the Corporation who will have
the power to s ign all deeds, leases, contracts, mortgages, deeds of trust and
other instruments and documents executed by and binding upon the Corporation. In
the absence of a designation of any other officer or officers, the Chief
Executive Officer is so designated.

     Section 2.13 Committees. Unless the Articles of Incorporation provide
otherwise, a majority of the Board of Directors may designate from among its
members an Executive Committee and any number of other committees. Each
committee must consist of two or more directors and will have such powers and
will perform such duties as may be delegated and assigned to the committee by
the Board of Directors. No committee will have the authority of the Board of
Directors with respect to (a) approving dividends or other distributions to
shareholders, except as permitted by (h), below, (b) amending the Articles of
Incorporation, except as permitted by (j), below (c) adopting a plan of merger,
(d) recommending to the shareholders the sale, lease, exchange, or other
disposition of all or substantially all the property and assets of the
Corporation other than in the usual and regular course of its business, (e)
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof, (f) approving or proposing to shareholders other actions
required to be approved by the shareholders, (g) approving a plan of merger
which does not require shareholder approval, (h) authorizing or approving any
reacquisition of shares of the Corporation, except pursuant to a formula or
method prescribed by the Board of Directors, (i) authorizing or approving the
issuance, sale or contract for sale of shares of the Corporation's stock except
either pursuant to a stock option or other stock compensation plan or where the
Board of Directors has determined the maximum number of shares and has expressly
delegated this authority to the committee, (j) determining the designation and
relative rights, preferences and limitations of a class or series of shares,
unless the Board of Directors has determined a maximum number of shares and
expressly delegated this authority to the committee, (k) adopting, amending or
repealing Bylaws for the Corporation, or (l) filling vacancies on the Board of
Directors or on any of its comm ittees or (m) taking any other action which the
Oregon Business Corporation Act prohibits a committee of a board of directors to
take. The provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 2.10 of the
Bylaws will also apply to all committees of the Board of Directors. Each
committee will keep written records of its activities and proceedings. All
actions by committees will be reported to the Board of Directors at the next
meeting following the action and the Board of Directors may ratify, revise or
alter such action, provided that no rights or acts of third parties will be
affected by any such revision or alteration.



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     Section 2.14 Chairman of the Board. The Board of Directors may elect one of
its members to be Chairman of the Board of Directors. The Chairman will advise
and consult with the Board of Directors and the officers of the Corporation as
to the determination of policies of the Corporation, will preside at all
meetings of the Board of Directors and of the shareholders, and will perform
such other functions and responsibilities as the Board of Directors may
designate from time to time.

                                   ARTICLE 3.

                                    OFFICERS

     Section 3.1 Composition. The officers of this Corporation will consist of
at least a President and a Secretary and may also include a separate Chief
Executive Officer, one or more Vice Presidents and a Treasurer, each of whom
will be elected by the Board of Directors at the annual meeting of the Board of
Directors or at any regular meeting of the Board of Directors or at any special
meeting called for that purpose. Other officers and assistant officers and
agents may be elected or appointed by or in the manner directed by the Board of
Directors as the Board of Directors may deem necessary or appropriate. Any
vacancies occurring in any office of this Corporation may be filled by election
or appointment by the Board of Directors at any regular meeting or any special
meeting called for that purpose. Each officer will hold his or her office until
the next annual meeting of the Board of Directors and until the election and
qualification of a successor in such office, subject to prior death, resignat
ion or removal.

     Section 3.2 Chief Executive Officer. The Board of Directors may designate
one of the officers of the Corporation or the Chairman of the Board of Directors
to serve as the Chief Executive Officer of the Corporation. The Chief Executive
Officer will be responsible for implementing the policies and goals of the
Corporation as stated by the Board of Directors and will have general
supervisory responsibility and authority over the property, business and affairs
of the Corporation. Unless otherwise provided by the Board of Directors, the
Chief Executive Officer will have the authority to hire and fire employees and
agents of the Corporation and to take such other actions as the Chief Executive
Officer deems to be necessary or appropriate to implement the policies, goals
and directions of the Board of Directors.

     Section 3.3 President. In the absence of a specific designation by the
Board of Directors of a separate Chief Executive Officer, the President will
have all the responsibilities and authority of the Chief Executive Officer as
set forth in Section 3.1 and may be referred to as the Corporation's Chief
Executive Officer. The President may sign any documents and instruments of the
Corporation which require the signature of the President under the Oregon
Business Corporation Act, the Articles of Incorporation or these Bylaws. The
President will also have such responsibilities and authority as may be delegated
to the President by the Chief Executive Officer or prescribed by the Board of
Directors. At the request of the Chairman of the Board of Directors or in the
Chairman's absence, the President will preside at meetings of the Board of
Directors and at meetings of the shareholders. Upon the death, resignation or
removal of the President, the Board of Directors may appoint a Vice President or
another person to serve as an "acting" or "interim" President to serve as such
until the position is filled by action of the Board of Directors. Unless
otherwise provided by the Board of





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Directors, an "acting" or "interim" President will have all responsibilities and
authority of the President.

     Section 3.4 Vice President. A Vice President will have such
responsibilities and authority as may be prescribed by the Board of Directors or
as may be delegated by the Chief Executive Officer or the President to such Vice
President. If at any time there is more than one Vice President, the Board of
Directors may designate the order of seniority or the areas of responsibility of
such Vice Presidents. A Vice President (or if more than one, the Vice Presidents
in order of seniority by designation or order of appointment) will have all of
the powers and perform all of the duties of the President during the absence or
disability of the President.

     Section 3.5 Secretary. The Secretary will keep the minutes and records of
all the meetings of the shareholders and directors and of all other official
business of the Corporation. The Secretary will give notice of meetings to the
shareholders and directors and will perform such other duties as may be
prescribed by the Board of Directors.

     Section 3.6 Treasurer. The Treasurer will receive all moneys and funds of
the Corporation and deposit such moneys and funds in the name of and for the
account of the Corporation with one or more banks designated by the Board of
Directors or in such other short-term investment vehicles as may from time to
time be designated or approved by the Board of Directors. The Treasurer will
keep accurate books of account and will make reports of financial transactions
of the Corporation to the Board of Directors, and will perform such other duties
as may be prescribed by the Board of Directors. If the Board of Directors elects
a Vice President, Finance or a Chief Financial Officer, the duties of the office
of Treasurer may rest in that officer.

     Section 3.7 Removal. The directors, at any regular meeting or any special
meeting called for that purpose, may remove any officer from office with or
without cause; provided, however, that no removal will impair the contract
rights, if any, of the officer removed or of this Corporation or of any other
person or entity.

                                   ARTICLE 4.

                           STOCK AND OTHER SECURITIES

     Section 4.1 Certificates. All stock and other securities of this
Corporation will be represented by certificates which will be signed by the
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation, and which may be sealed with the seal of the Corporation or a
facsimile thereof.

     Section 4.2 Transfer Agent and Registrar. The Board of Directors may from
time to time appoint one or more Transfer Agents and one or more Registrars for
the stock and other securities of the Corporation. The signatures of the
President or a Vice President and the Secretary or an Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed by a
Transfer Agent, or registered by a Registrar.

     Section 4.3 Transfer.  Title to a  certificate  and to the interest in this
Corporation  represented  by that  certificate  can be  transferred  only (a) by
delivery of the certificate





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endorsed by the person designated by the certificate to be the owner of the
interest represented thereby either in blank or to a specified person or (b) by
delivery of the certificate and a separate document containing a written
assignment of the certificate or a power of attorney to sell, assign or transfer
the same, signed by the person designated by the certificate to be the owner of
the interest represented thereby either in blank or to a specified person.

     Section 4.4 Necessity for Registration. Prior to presentment for
registration upon the transfer books of the Corporation of a transfer of stock
or other securities of this Corporation, the Corporation or its agent for
purposes of registering transfers of its securities may treat the registered
owner of the security as the person exclusively entitled to vote the securities;
to receive any notices to shareholders; to receive payment of any interest on a
security, or of any ordinary, extraordinary, partial liquidating, final
liquidating, or other dividend, or of any other distribution, whether paid in
cash or in securities or in any other form; and otherwise to exercise or enjoy
any or all of the rights and powers of an owner.

     Section 4.5 Fixing Record Date. The Board of Directors may fix in advance a
date as record date for the purpose of determining the registered owners of
stock or other securities (a) entitled to notice of or to vote at any meeting of
the shareholders or any adjournment thereof; (b) entitled to receive payment of
any interest on a security, or of any ordinary, extraordinary, partial
liquidating, final liquidating, or other dividend, or of any other distribution,
whether paid in cash or in securities or in any other form; or (c) entitled to
otherwise exercise or enjoy any or all of the rights and powers of an owner, or
in order to make a determination of registered owners for any other proper
purpose. The record date will be not more than 70 days and, in the case of a
meeting of shareholders, not less than 10 days prior to the date on which the
particular action which requires such determination of registered owners is to
be taken.

     Section 4.6 Record Date for Adjourned Meeting. A determination of
shareholders entitled to notice of or to vote at a meeting of the shareholders
is effective for any adjournment of the meeting unless the Board of Directors
fixes a new record date. A new record date must be fixed if a meeting of the
shareholders' is adjourned to a date more than 120 days after the date fixed for
the original meeting.

     Section 4.7 Lost Certificates. In case of the loss or destruction of a
certificate of stock or other security of this Corporation, a duplicate
certificate may be issued in its place upon such conditions as the Board of
Directors may prescribe.

     Section 4.8 Oregon Control Shares Act. The Oregon Control Shares Act, ORS
60.801 to 60.816, shall not apply to acquisitions of its voting shares.

                                   ARTICLE 5.

                                 CORPORATE SEAL

  If the Corporation has a corporate seal, its size and style is shown by the
impression below:





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                                   ARTICLE 6.

                                   AMENDMENTS

     Unless otherwise provided in the Articles of Incorporation, the Bylaws of
the Corporation may be amended or repealed by the directors, subject to
amendment or repeal by action of the shareholders, at any regular meeting or at
any special meeting called for that purpose, provided notice of the proposed
change is given in the notice of the meeting or notice thereof is waived in
writing.

                                   ARTICLE 7.

                                  SEVERABILITY

     If any provision of these Bylaws is found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and the effect of the
remaining provisions will not be affected.






     Amended  and  adopted  by  action of the Board of  Directors  of  Trendwest
Resorts, Inc. as of March 28, 2002.










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