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                                                                     Exhibit 3.2


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       of

                                 PROSOURCE, INC.


1.       MEETINGS OF STOCKHOLDERS.

                  1.1 Annual Meeting. The annual meeting of stockholders shall
be held on or prior to the first Thursday in May of 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 and shall be called by the chairman of the
board, chief executive officer or secretary upon the written request (stating
the purpose or purposes of the meeting) of a majority of the directors then in
office. 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 directors 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 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 outstanding shares
entitled to vote shall constitute a quorum for the transaction of any business
except as otherwise provided by law or by the certificate of incorporation, as
amended from time to time (the "Certificate of Incorporation") of the
corporation. When a specified item of business requires a vote by a class or
series (if the
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corporation shall then have outstanding shares of more than one class or series)
voting as a class, the holders of a majority of the outstanding shares of such
class or series shall constitute a quorum (as to such class or series) for the
transaction of such item of 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.

                  1.6 Voting; Proxies. Except as otherwise provided by law or by
the Certificate of Incorporation and subject to Section 5.3 hereof, every
stockholder shall at every meeting of the stockholders be entitled to one (1)
vote in person or by proxy for each share of the corporation's Class A Common
Stock, par value $0.01 per share, held by such stockholder. Except as otherwise
provided by the law or by the Certificate of Incorporation and subject to
Section 5.3, every stockholder shall at every meeting of the stockholders be
entitled to ten (10) votes in person or by proxy for each share of the
corporation's Class B Common Stock, par value $0.01 per share, held by such
stockholder. 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
stockholder 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 within the city
where the meeting is to be held, if that place shall have been specified in the
notice of the meeting, or (b) if not so specified, 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.


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                  1.8 Action by Consent Without a Meeting. No action required or
permitted to be taken at any meeting of stockholders may be taken by written
consent without a meeting.

2.       BOARD OF DIRECTORS.

                  2.1 Number, Qualification, Election and Term of Directors. The
business of the corporation shall be managed by the Board, which shall consist
of four directors, or such other number of directors as may be fixed from time
to time by resolution of the Board or by the stockholders; provided that 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.

                  2.2 Quorum and Manner of Acting. A majority of the 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.

                  2.5 Special Meetings. Special meetings of the Board may be
called by the chairman of the board, the president or by a majority of the
directors. Only business related to the purposes set forth in the notice of
meeting may be transacted at a special meeting.

                  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 telecopying 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 trans-

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action 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 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. Any director may
resign at any time by delivering his resignation in writing to 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 vote of the stockholders.

                  2.10 Vacancies. Any vacancy in 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.

3.       COMMITTEES.

                  3.1 Executive Committee. The Board, by resolution adopted by a
majority of the 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.


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                  3.2 Other Committees. The Board, by resolution adopted by a
majority of the 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.

                  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 and a secretary.
The Board may also elect one or more vice chairmen, vice presidents, a treasurer
and such other officers or assistant officers as the Board may from time to time
deem advisable. Any two or more offices may be held by the same person. Unless
otherwise required by law, the Board shall not be required to fill a vacancy in
an executive office. 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 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 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 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 who
appointed him or by the president.


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                  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
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 be the chief executive
officer and the chief operating officer of the corporation. Subject to the
control 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.

                  4.8 Vice Presidents. The vice presidents, if any, shall have
such powers and duties as the Board or the president assigns to him.

                  4.9 The Treasurer. The treasurer, if any, 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 president 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 president 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 president 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.

                  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.

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                  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.

6.       MISCELLANEOUS.

                  6.1 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.

                  6.2 Fiscal Year. The Board may determine the corporation's
fiscal year from time to time. Until changed by the Board, the corporation's
fiscal year shall be the 52- or 53-week period ending on the last Saturday of
each calendar year.

                  6.3 Voting of Shares in Other Corporations. Shares in other
corporations which are held by the corporation may be represented and voted by
the chairman of the board, the president or a vice president of this corporation
or by proxy or proxies appointed by one of them. The Board may, however, appoint
some other person to vote the shares.

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


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