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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                ELECTROGLAS, INC.


                                   ARTICLE I

                                  STOCKHOLDERS

        SECTION 1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Board of Directors,
for the purpose of electing Directors and for the transaction of such other
business as may be properly brought before the meeting.

        To be properly brought before an annual meeting, business must be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, otherwise properly brought before the
meeting by or at the direction of the Board of Directors or otherwise properly
brought before the meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices 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 previous year's
annual meeting of stockholders (or the date on which the Corporation mails its
proxy materials for the current year if during the prior year the Corporation
did not hold an 


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annual meeting or if the date of the annual meeting was changed more than 30
days from the prior year). A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (i) 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, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business.

        Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 1, provided, however, that nothing in this
Section 1 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with said
procedure.

        The chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 1, and if he should so
determine he shall so declare to the meeting, and any such business not properly
brought before the meeting shall not be transacted.

        Nothing in this Section 1 shall affect the right of a stockholder to
request inclusion of a proposal in the Corporation's proxy statement to the
extent that such right is provided by an applicable rule of the Securities and
Exchange Commission.



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        SECTION 2. Special Meetings. Any special meeting of the stockholders
shall be held on such date, at such time and at such place within or without the
State of Delaware as the Board of Directors may designate.

        SECTION 3. Notice of Meetings. Except as otherwise provided in these
By-Laws or by law, a written notice of each meeting of the stockholders shall be
given not less than ten (10) nor more than sixty (60) calendar days before the
date of the meeting to each stockholder of the Corporation entitled to vote at
such meeting at such stockholder's address as it appears on the records of the
Corporation. The notice shall state the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called.

        SECTION 4. Adjourned Meetings. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof ate announced at the meeting at which the adjournment is taken, At
the adjourned meeting the stockholders, or the holders of any class of stock
entitled to vote separately as a class, as the case may be, may transact any
business which might have been transacted by them at the original meeting. If
the adjournment is for more than thirty (30) calendar days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting.

        SECTION 5. Organization. The Chairman shall act as chairman of all
meetings of the stockholders. In the absence of the Chairman, the President or,
in his or her absence, any Vice Chairman or Vice President designated by the
Board or, in the absence of any such officer, any person designated by the
holders of a majority in number of the shares of stock of the 



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Corporation present in person or represented by proxy and entitled to vote at
such meeting shall act as chairman of the meeting.

        The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders, but, in the absence of the Secretary, the chairman of the
meeting may appoint any person to act as secretary of the meeting. It shall be
the duty of the Secretary to prepare and make, at least ten (10) calendar days
before every meeting of stockholders, a complete list of stockholders entitled
to vote at such meeting, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held,
for the ten (10) calendar days next preceding the meeting, to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, and shall be produced and kept at the time and place of the
meeting during the whole time thereof and subject to the inspection of any
stockholder who may be present.

        SECTION 6. Voting. Except as otherwise provided in the Certificate of
Incorporation or by law, each stockholder shall be entitled to one vote for each
share of the capital stock of the Corporation registered in the name of such
stockholder upon the books of the Corporation. Each stockholder entitled to vote
at a meeting of stockholders may authorize another person or persons to act for
such stockholder by proxy, but no such proxy shall be voted or acted upon after
three (3) years from its date, unless the proxy provides for a longer period.
When directed by the presiding officer or upon the demand of any stockholder,
the vote upon any matter before a meeting of stockholders shall be by ballot.
Except as otherwise provided by law or by the 



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Certificate of Incorporation, (a) Directors shall be elected by a plurality of
the votes cast at a meeting of stockholders by the stockholders entitled to vote
in the election, and (b) whenever any corporate action other than the election
of Directors is to be taken, it shall be authorized by a majority of the votes
cast at a meeting of stockholders by the stockholders entitled to vote thereon,

        Shares of the capital stock of the Corporation belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes.

        SECTION 7. Procedure. At each meeting of stockholders, the chairman of
the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted BY the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                      (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                      (b) restrict dissemination of solicitation materials and
use of audio or visual recording devices at the meeting;

                      (c) establish seating arrangements;



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                      (d) adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and

                      (e) make rules governing speeches and debate including
time limits and access to microphones.

        The chairman of the meeting acts in his or her absolute discretion and
his or her rulings are not subject to appeal.

        SECTION 8. Inspectors. The Board of Directors by resolution shall, in
advance of any meeting of stockholders, appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives of the Corporation, to act at the meeting and make a written
report thereof, One or more persons may be designated by the Board as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by the General Corporation Law of the State of Delaware.



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                                   ARTICLE II

                               BOARD OF DIRECTORS

        SECTION 1. Place of Meeting. The Board of Directors may hold its
meetings in such place or places in the State of Delaware or outside the State
of Delaware as the Board from time to time shall determine.

        SECTION 2. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board from time to time by
resolution shall determine. No notice shall be required for any regular meeting
of the Board of Directors, but a copy of every resolution fixing or changing the
time or place of regular meetings shall be mailed to every Director at least
five (5) calendar days before the first meeting held in pursuance thereof.

        SECTION 3. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by direction of the Chairman, the President, a
Vice Chairman or by any three (3) of the Directors then in office.

        Notice of the day, hour and place of holding of each special meeting
shall be given (i) by mailing the same at least four (4) calendar days before
the meeting or (ii) by causing the same to be transmitted by telecopier,
telegraph or cable (A) at least twenty-four (24) hours before the meeting or (B)
in the case of a meeting held in accordance with Section 7 of this Article II,
at least six (6) hours before the meeting, in each case to each Director. Unless
otherwise indicated in the notice thereof, any and all business other than an
amendment of these By-Laws may be transacted at any special meeting, and an
amendment of these By-Laws may be acted upon if the notice of the meeting shall
have stated that the amendment of these By-Laws is one of the 



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purposes of the meeting, At any meeting at which every Director shall be
present, even though without any notice, any business may be transacted,
including the amendment of these By-Laws.

        SECTION 4. Quorum. A majority of the members of the Board of Directors
in office (but in no case less than two (2) Directors) shall constitute a quorum
for the transaction of business, and, except as otherwise provided in the
Certificate of Incorporation, the vote of the majority of the Directors present
at any meeting of the Board of Directors at which a quorum is present shall be
the act of the Board of Directors. If at any meeting of the Board there is less
than a quorum present, a majority of those present may adjourn the meeting from
time to time.

        SECTION 5. Organization. The Chairman shall act as chairman and preside
at all meetings of the Board of Directors. In the absence of the Chairman, the
President or, in his or her absence, any Vice Chairman or Vice President shall
act as chairman of the meeting. The Secretary of the Corporation shall act as
secretary of all meetings of the Directors, but, in the absence of the
Secretary, the chairman of the meeting may appoint any person to act as
secretary of the meeting.

        SECTION 6. Committees. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

        SECTION 7. Conference Telephone Meetings. Unless otherwise restricted by
the Certificate of Incorporation or by these By-Laws, the members of the Board
of Directors or any 


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committee designated by the Board may participate in a meeting of the Board or
such committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

        SECTION 8. Consent of Directors or Committee in Lieu of Meeting. Unless
otherwise restricted by the Certificate of Incorporation or by these By-Laws,
any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board or committee, as the case may be.

        SECTION 9. Compensation. For their services as Directors or as members
of committees, every Director shall receive such compensation, attendance fees
and other allowances as determined by resolution of the Board.

                                  ARTICLE III

                                    OFFICERS

        SECTION 1. Officers. The officers of the Corporation shall be a
Chairman, a President, one or more Vice Presidents, a Secretary, a Treasurer and
a Controller, and such additional officers, if any, as shall be elected by the
Board of Directors pursuant to the provisions of Section 2 of this Article III,
A chief executive officer shall be designated by the Board from among the
officers. The Chairman, the President, one or more Vice Presidents, the
Secretary, the Treasurer and the Controller shall be elected by the Board of
Directors at its first meeting after 



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each annual meeting of the stockholders. The failure to hold such election shall
not of itself terminate the term of office of any officer. All officers shall
hold office at the pleasure of the Board of Directors. Any officer may resign at
any time upon written notice to the Corporation. Officers may, but need not be
Directors. Any number of offices may be held by the same person.

        All officers shall be subject to removal, with or without cause, at any
time by the Board of Directors. The removal of an officer without cause shall be
without prejudice to his or her contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights, Any
vacancy caused by the death of any officer, his or her resignation, his or her
removal, or otherwise, may be filled by the Board of Directors, and any officer
so elected shall hold office at the pleasure of the Board of Directors.

        The officers shall have such authority and shall perform such duties as
from time to time may be determined by the Board of Directors, the Chairman, the
President or a Vice Chairman or as shall be confirmed or required by law or
these By-Laws or as shall be incidental to the office.

        SECTION 2. Additional officers. The Board of Directors may from time to
time elect such other officers (who may but need not be Directors), including
Vice Chairmen, Assistant Treasurers, Assistant Secretaries and Assistant
Controllers, as the Board may deem advisable, and such officers shall have such
authority and shall perform such duties as may from time to time be assigned to
them by the Board of Directors, the Chairman, the President or a Vice Chairman
or as shall be conferred or required by law or these By-Laws or as shall be
incidental to the office.



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                                   ARTICLE IV

                           STOCK, SEAL AND FISCAL YEAR

        SECTION 1. Transfer of Shares. Shares of stock of the Corporation shall
be transferred on the books of the Corporation by the record holder thereof, in
person or by such holder's attorney duly authorized in writing, upon surrender
and cancellation of certificates for the number of shares of stock to be
transferred, except as otherwise required by law.

        SECTION 2. Regulations. The Board of Directors, the Chairman, the
President, a Vice Chairman or the Secretary shall have power and authority to
make such rules and regulations as it or such officer may deem expedient
concerning the issue, transfer, registration or replacement of certificates for
shares of stock of the Corporation.

        SECTION 3. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, as the case may be, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) calendar days
nor less than ten (10) calendar days before the date of such meeting, nor more
than sixty (60) calendar days prior to any other action.

        If no record date is fixed, 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 



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day next preceding the day on which the meeting is held, and the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

        SECTION 4. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

        Subject to the provisions of the Certificate of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine, If the date fixed for
the payment of any dividend shall in any year fall upon a legal holiday, then
the dividend payable on such date shall be paid on the next day not a legal
holiday.

        SECTION 5. Corporate Seal. The Corporation shall have a suitable seal,
containing the name of the Corporation. The Secretary shall have custody of the
seal, but he or she may authorize others to keep and use a duplicate seal,

        SECTION 6. Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.



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                                   ARTICLE V

                            MISCELLANEOUS PROVISIONS

        SECTION 1. Waivers of Notice. Whenever any notice whatever is required
to be given by law, by the Certificate of Incorporation or by these By-Laws to
any person or persons, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened.

        SECTION 2. Indemnification of Employees. Each person who is or was an
employee of the Corporation, and each such person who is or was serving at the
written request of the Corporation as an employee of another corporation, or of
a partnership, joint venture, trust or other enterprise (including the heirs,
executors, administrators and estate of such person), shall be indemnified by
the Corporation to the fullest extent permitted from time to time by the General
Corporation Law of the State of Delaware or any other applicable laws as
presently or hereafter in effect.



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