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                                                                     EXHIBIT 3.2


                        BY-LAWS OF AMERICAN BIOMED, INC
                           (A Delaware Corporation)
                Amended and Restated by the Board of Directors
                            as of February 9, 2000


                                   ARTICLE I
                                    OFFICES

1.1 Registered Office. The Corporation's registered office shall be in the City
of Wilmington, New Castle County, Delaware.

1.2 Other Offices. The Corporation also may have and maintain a principal place
of business or other offices at such additional places, within or outside the
State of Delaware, as the Board of Directors may designate.

                                  ARTICLE II
                                 STOCKHOLDERS

2.1 Stockholder Action. Any action required or permitted to be taken by the
Corporation's Stockholders must be effected at a duly-called Stockholders'
meeting and may not be effected by written consent.

2.2 Annual and Special Meetings. The Corporation shall hold an annual meeting of
its Stockholders to elect Directors and transact such other business as properly
may come before the meeting. Except as otherwise prescribed by law, and subject
to the rights of holders of any class of stock having a preference over the
holders of the Corporation's common stock, special meetings of Stockholders may
be called by (a) written request of the Board of Directors, (b) the Chief
Executive Officer, or (c) written request of Stockholders owning not less than
twenty-five percent (25%) of the shares entitled to vote at such meeting. Any
request for a special meeting shall state the purpose(s) for which such meeting
is proposed.

2.3 Date, Time and Place of Meetings. Stockholders meetings may be held either
within or outside the State of Delaware at such date, time, and place as the
Board of Directors shall designate.

2.4 Notice of Meetings. Written notice of each Stockholders' meeting shall be
given to all Stockholders entitled to vote at such meeting. Notice shall be
given in the manner prescribed by law, delivered not less than ten (10)
nor more than sixty (60) days before the meeting date, and shall state (a) the
meeting place, date, and time, and (b) the purpose(s) for which the meeting has
been called.

2.5 Business Transacted. At any Stockholders' meeting, only such business as
properly has been brought before the meeting shall be conducted. To be brought
properly before an annual meeting, business must (a) be specified in the meeting
notice or any supplement thereto, (b) otherwise properly be brought before the
meeting by or at the direction of the Board of Directors, or (c) otherwise
properly be brought before the meeting by a Stockholder. Business transacted at
any special meeting of Stockholders shall be confined to the purposes stated in
the notice of such special meeting.

2.6 Stockholder Agenda Items. For a Stockholder to bring business properly
before an annual meeting, the Stockholder must have given written notice
thereof, delivered or mailed to the Corporation's Secretary at the Corporation's
principal executive offices, not later than the close of business on the tenth
(10th) day following the date on which notice was given or public disclosure
made of the annual meeting. The
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Stockholder's notice shall set forth as to each proposed agenda item (a) the
Stockholder's name and address, as they appear on the Corporation's books; (b)
the class and number of the Corporation's shares beneficially owned by the
Stockholder; (c) for each agenda item, a brief description of the business
desired to be brought before the annual meeting; and (d) any material interest
of the Stockholder in such business.

2.7 Qualification of Voters. The Board of Directors may fix a day and hour not
less than ten (10) nor more than sixty (60) days prior to the date of any
Stockholders' meeting as the time as of which Stockholders are entitled to
notice of and eligible to vote at such meeting. A list of all such Stockholders
of record, arranged in alphabetical order, showing the address and number of
shares held by each, shall be kept at the Corporation's principal executive and
shall be open to inspection by any Stockholder at any time during usual business
hours for a period of at least ten (10) days prior to such meeting. Such a list
also shall be kept at the meeting during its duration and may be inspected by
any Stockholder present.

2.8 Quorum. Unless otherwise provided by law or the Corporation's certificate of
incorporation, the holders of not less than fifty percent (50%) of the shares
entitled to vote at a meeting, whether present in person or represented by
proxy, shall constitute a quorum. If a quorum shall fail to be established or
maintained, the meeting's chairman may adjourn the meeting to another place,
date, or time. No further notice other than an announcement of the adjourned
meeting shall be required, unless (a) the adjournment is for more than thirty
(30) days, or if (b) after the adjournment, a new record date is fixed for the
adjourned meeting. Once a quorum at an adjourned meeting is proven, the
Stockholders present at a duly constituted meeting may transact any business
which might have been transacted at the meeting, as originally noticed.

2.9 Chairman and Secretary of Meetings. Stockholders' meetings shall be presided
over by the Chief Executive Officer or, in his absence, by any other Officer of
the Corporation, or, in the absence of any such Officers, by a chairman to be
chosen by a majority of the Stockholders present entitled to vote thereat. The
Corporation's Secretary, or in his absence, any person appointed by the
chairman, shall act as meeting secretary. The order of business at all
Stockholders' meetings shall be as determined by the meeting chairman or as
otherwise may be determined by a vote of the Stockholders in accordance with
this Article.

2.10 Voting Methods. A Stockholder may vote either (a) in person or (b) by
proxy, executed in writing by the Stockholder or his duly appointed attorney-in-
fact, authorizing another person or persons to act for him. No such proxy shall
be voted or acted upon after one (1) year from its date, unless the proxy
provides for a longer period, as allowable by law. A duly executed proxy shall
be irrevocable, if it so states, and if and only as long as it is coupled with
an interest sufficient in law to support an irrevocable power. All proxies shall
be filed with the secretary of the meeting before being voted upon.

2.11 Number of Votes. Each outstanding share having voting power shall be
entitled to one (1) vote on each matter submitted to a vote at a Stockholders'
meeting. At each election of Directors, each Stockholder entitled to vote
thereat shall have the right to vote the number of shares owned by such
Stockholder for as many persons as there are Directors to be elected and for
whose election such Stockholder has a right to vote. It expressly is prohibited
for any Stockholder to cumulate his votes in any election of Directors.

2.12 Ballots. Election of Directors shall be by written ballot; however, unless
otherwise provided by law, the certificate of incorporation, or the Board of
Directors, no vote on any other question before the Stockholders' meeting need
be by ballot unless (a) the meeting chairman shall so determine, or (b) the
holders of a majority of the shares present in person or by proxy and entitled
to participate in such vote shall so demand. In a vote by ballot, each ballot
shall state the number of shares voted in the name of the Stockholder or proxy
voting. All votes by ballot at any Stockholders' meeting shall be conducted by
two
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(2) judges, who need not be Stockholders, and who, except as otherwise provided
by law or the certificate of incorporation, shall be appointed for such purpose
by the meeting's chairman. The judges shall decide on the qualification of
votes, count the votes, and declare the results.

2.13 Majority Vote. If a quorum is present at any Stockholders' meeting, the
vote of the holders of a majority of the shares entitled to vote, present in
person or represented by proxy, shall decide any matter properly brought before
such meeting, unless the matter is one upon which a different vote is required
by law or by the certificate of incorporation. If a notice of any adjourned
special meeting of Stockholders is sent to all Stockholders entitled to vote
thereat stating that all present shall constitute a quorum, then all matters
shall be determined by a majority of the votes cast at such meeting.

                                  ARTICLE III
                            CORPORATE SEAL AND STOCK

3.1 Corporate Seal. The Corporation shall have a corporate seal, inscribed with
the Corporation's name, its year of organization, and the words "Corporate Seal,
Delaware." The seal or a facsimile thereof may be impressed, affixed, or in any
manner reproduced.

3.2 Stock Certificates. The Corporation's shares shall be represented by
certificates or may be uncertificated. Each registered holder of shares, upon
request to the Corporation, shall be provided a stock certificate, representing
the number of shares owned by such Stockholder. Absent a specific request for
such a certificate by the registered owner or transferee, all shares shall be
uncertificated upon original issuance by the Corporation or surrender to the
Corporation of the certificate representing such shares. Certificates for shares
of the Corporation's capital stock shall be in such form as the Board of
Directors shall approve. Stock certificates shall (a) identify the number and
class of shares held by the Stockholder, (b) be signed by or have thereon a
facsimile signature of the Chief Executive Officer and the Secretary, and (c)
may be sealed with the seal of Corporation or a facsimile thereof. In case any
Officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such Officer before the certificate is
issued, the Corporation may issue it with the same effect as if he were such
Officer at the issue date.

3.3 Transfer Agents and Registrars. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, and registration of the Corporation's stock. The
Board of Directors may appoint responsible banks or trust companies or other
appropriately qualified institutions to act as Transfer Agents and Registrars of
the Corporation's stock. Upon such appointments being made, no stock certificate
shall be valid until countersigned by one of such Transfer Agents and registered
by one of such Registrars. Where any such certificate is registered with the
manual signature of a Registrar, the countersignature of the Transfer Agent may
be a facsimile, or engraved, stamped, or printed.

3.4 Stock Ledger. The Corporation shall maintain a stock ledger containing the
name and address of each Stockholder and the number of shares of stock of each
class which he holds. The stock ledger may be in written form or in any other
form which can be converted within a reasonable time into written form for
visual inspection. The original stock ledger may be kept at the offices of the
Corporation's Transfer Agents.

3.5 Transfer of Stock. Shares may be transferred by delivery of certificates to
the Corporation or to any Transfer Agent or Registrar thereof. Such certificates
shall be accompanied by an assignment in writing on the back of the certificates
or by written power of attorney to sell, assign, and transfer the same, signed
by the record holder. The certificate then shall be cancelled and the
transaction recorded upon the Corporation's books, and only then shall such
transfer be valid.
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3.6 Lost Certificates. In case any stock certificate shall be lost, stolen, or
destroyed, the Board of Directors may authorize issuance of a new certificate or
of uncertificated shares as a replacement. In each case, the applicant for such
replacement shall furnish to the Corporation and to such of its Transfer Agents
and Registrars as each may require, (a) evidence of the loss, theft, or
destruction of such certificates and of the ownership thereof, and (b) security
or indemnity in conjunction with the replacement.

3.7 Dividends. As the conditions of the Corporation may warrant and the Board of
Directors deem expedient, the Board of Directors may declare and pay dividends
upon the shares of the Corporation's capital stock. Dividends may be paid in
cash, property, or the Corporation's own shares.

3.8 Denial of Preemptive Rights. No holder of the Corporation's stock shall be
entitled as a matter of preemptive or other right to subscribe for or purchase
any securities of the Corporation, whether issued or sold for cash or other
consideration, as a dividend, or otherwise. Any such securities may be issued or
disposed of by the Board Directors to such persons and on such terms as in its
discretion shall deem advisable.

3.9 Warrants. From time to time the Board of Directors may authorize the
issuance of warrants representing rights with respect to the Corporation's
stock, and the foregoing provisions relative to stock also shall apply to such
warrants.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

4.1 Powers. The business, property, and affairs of the Corporation shall be
under the direction of a Board of Directors, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law, the
certificate of incorporation, or these By-Laws directed or required to be
exercised or done by the Stockholders.

4.2 Number, Nomination, and Election of Directors. The number of Directors which
shall constitute the whole Board of Directors shall be not less than one (1) nor
more than nine (9). The Board of Directors shall have the power to set and from
time to time increase or decrease the number of Directors. Nominations for the
election of Directors may be made by (a) the Board of Directors or its
Governance Committee; (b) a Stockholder or Stockholders holding at least twenty-
five percent (25%) of the outstanding votes entitled to be cast by holders of
the Corporations common stock; or (c) any Stockholder entitled to vote for the
election of Directors, provided notice of the Stockholder's intention to make
such nomination has been given timely in accordance with Section 2.6 hereunder.
Additionally, such notice shall include (a) a description of all arrangements or
understandings between the Stockholder intending to make the nomination and the
proposed nominee(s), (b) all such other information regarding each such proposed
nominee as would be included in the Corporation's proxy statement, and (c) each
nominee's written consent to serve as a Director if so elected. Directors shall
be elected at the annual meeting of Stockholders.

4.3 Term of Office. All Directors shall be subject to yearly reelection at the
annual meeting of Stockholders. Each Director shall continue in office until his
successor shall have been qualified and elected or until his earlier resignation
or removal. No decrease in the number of Directors shall have the effect of
shortening the term of any incumbent Director.

4.4 Resignation and Removal. Any Director may resign his office at any time by
written resignation to the Corporation. Any such resignation shall be effective
immediately, unless another date is specified, in
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which event such given date shall apply. Acceptance of a Director's resignation
shall not be necessary to make it effective. In the event any Director is absent
for three (3) successive properly-noticed meetings of the Board of Directors,
such Director may be deemed to have resigned his Director position. Any Director
may be removed either for or without cause at any special meeting of
Stockholders duly called and held for such purpose.

4.5 Vacancies. If the office of any Director shall become vacant for any reason,
then such vacancy may be filled by an affirmative vote of a majority of the
total number of remaining Directors, even though less than a quorum, including
by a sole remaining Director. Unless sooner removed, any Director so chosen
shall hold office until the next annual election and until his successor is duly
elected and qualified. If there are no Directors in office, then an election of
Directors may be held in the same manner provided by law.

4.6 Committees. The Board of Directors shall have standing Committees and may
appoint other Committees for general or special purposes. The standing
Committees shall consist of the Corporate Governance Committee, the Corporate
Strategy Committee, and the Corporate Finance Committee. A charter setting out
the power and duties of each standing Committee shall be set and may be modified
from time to time by the Board of Directors and shall be included in the
Corporation's proxy statement. Powers and duties of other Committees shall be
determined by the Board of Directors, in its discretion. The Board of Directors
shall have the power at any time to change the number and members of any
Committee and to discharge Committees.

4.7 Officers and Committee Members. At each first meeting of newly elected
Directors, the members of the Board of Directors shall elect the Officers of the
Corporation, a Chairman of the Board of Directors, and the members of standing
Committees and any other Committees being appointed.

4.8 Meetings. The Board of Directors and its standing Committees may by
resolution set in advance the time and place for holding stated meetings.
Special meetings of the Board of Directors shall be held whenever called by the
Chairman of the Board of Directors or the Chief Executive Officer.

4.9 Notice of Meetings. Stated meetings of the Board of Directors and/or its
Committees may be held without notice. Notice of special meetings of the Board
of Directors, setting forth the time and place, shall be deemed given if (a)
mailed to each Director, addressed to his residence or usual place of business,
not less than the second day before such meeting; or (b) personally delivered,
sent by facsimile or electronic mail, or provided telephonically not later than
the second day before the meeting date. Notice of any meeting of the Board of
Directors or any Committee thereof need not be given to any Director if waived
by him, before or after such meeting, or if he shall be present at the meeting.
Any meeting of the Board of Directors or any Committee thereof shall be a legal
meeting, without any notice thereof being given, if all the members shall be
present.

4.10 Participation by Conference Telephone. Members of the Board of Directors or
any Committee thereof may participate in stated or special meetings by means of
conference communications equipment by which all persons participating in the
meeting can hear each other. Participation by such means shall constitute
presence in person at such meeting.

4.11 Meeting Procedure. The Chairman of the Board of Directors shall preside at
all Board of Directors meetings at which he is present. If the Chairman of the
Board shall be absent, the Chief Executive Officer shall preside, and, in the
event of the Chief Executive Officer's absence, one of the Directors present
shall be chosen as meeting chairman. The Corporation's Secretary shall act as
the secretary at all Board of Directors meetings and shall keep regular minutes
of such meetings, and, in his absence, a temporary secretary shall be appointed
by the meeting chairman. Each Committee shall keep regular minutes of its
meetings and, when required, report the same to the Board of Directors.
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4.12 Quorum. A majority of the total number of Directors then in office at the
time of any meeting shall constitute a quorum for the transaction of business.
At any meeting of a Board of Directors Committee, a majority of the total number
of Committee members shall constitute a quorum.

4.13 Method of Vote. Each Director shall be entitled to a vote on each matter
submitted to a vote at a meeting of the Board of Directors or any Committee
thereof.

4.14 Majority Vote. Except as otherwise provided by law or the certificate of
incorporation, if a quorum is present at any meeting of the Board of Directors
or any Committee thereof, then, the vote of a majority of the Directors present
thereat shall decide any question brought before such meeting.

4.15 Action by Unanimous Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors or any Committee thereof may be taken
without a meeting, if (a) all Directors or Committee members, as applicable,
consent in writing thereto and (b) such consent is filed with the appropriate
proceedings minutes.

4.16 Directors' Fees. By resolution of the Board of Directors, Directors may be
paid their expenses of attendance at Directors' and Committee meetings.
Directors, other than those who serve and are compensated as Officers or
employees of the Corporation, also may be paid a fixed sum for attendance at
each meeting of the Board of Directors or Committee thereof.

4.17 Emergency Conditions. The Board of Directors may provide for an Emergency
Management Committee and appoint members or designate the manner in which
membership of the Committee shall be determined. The emergency powers granted
thereunder shall be operative during any civil emergency or catastrophe as a
result from which the Board of Directors cannot readily convene, including by
telephone. In such event, the Emergency Management Committee shall have and may
exercise all of the powers of the Board of Directors to act on its behalf until
such time as the Board of Directors as constituted prior to the emergency or as
reconstituted to fill any vacancies can meet.

                                   ARTICLE V
                                   OFFICERS

5.1 Stated and Other Officers. The Corporation's stated Officers, to be elected
by the Board of Directors, shall be the Chief Executive Officer, Chief Operating
Officer, one or more Vice Presidents, Secretary, and Treasurer. Subject to the
requirements of law and except if otherwise provided by the certificate of
incorporation, one or more offices may be left vacant and any number of offices
held by the same person. The Board of Directors also may appoint such other
officers and agents as may be necessary or advisable to conduct the
Corporation's business.

5.2 Term of Office. The stated Officers shall hold office for such terms as the
Board of Directors may designate, and, if not so designated, until their
respective successors are elected and qualified or their earlier resignation or
removal. Other Officers shall hold office for such terms as the Board of
Directors may determine.

5.3 Removal of Officers and Vacancies. Any Officer may be removed at any time,
either with or without cause, by the Board of Directors, and the Board of
Directors may fill any vacant Officer position.

5.4 Chief Executive Officer. The Chief Executive Officer shall have active and
general supervision and management over the Corporation's business and affairs
and shall have full power and authority to act for all purposes for and in the
name of the Corporation in all matters, except where action of the Board of
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Directors is required by law, these Bylaws, or resolutions of the Board of
Directors. The Chief Executive Officer shall have the authority to designate
another to act in his stead when he is unavailable to perform the duties of
office for periods of short duration.

5.5 Vice Presidents. The Vice Presidents shall have such powers as properly may
be assigned to them by the Board of Directors or the Chief Executive Officer.
They shall perform the operating duties incident to their positions as may be
assigned to them by the Chief Executive Officer.

5.6 Secretary. The Secretary shall issue notices of meetings, maintain custody
of the minutes of the Board of Directors and its Committees, have charge of the
corporate seal, and perform such other duties and exercise such other powers as
may be assigned properly to him by the Board of Directors or the Chief Executive
Officer.

5.7 Treasurer. The Treasurer shall be responsible for custody of Corporate funds
and securities; shall keep full and accurate books of account thereof; and shall
deposit the funds of the Corporation, in the name of the Corporation, with such
banks or trust companies as the Board of Directors from time to time shall
designate. The Treasurer shall perform such other duties and exercise such other
powers as may be assigned properly to him by the Board of Directors or the Chief
Executive Officer. If required, the Treasurer shall give a bond for the faithful
performance of his duties in such sum and with such surety as the Board of
Directors may determine.

5.8 Compensation. The Officers' annual base salaries, any executive perquisites,
and any duly authorized bonus or incentive awards shall be fixed by the Board of
Directors. A report shall be made annually to the Governance Committee by the
Chief Executive Officer detailing the total compensation, including any
perquisites, any stock option grants, and any stock awards or other equity-based
awards, paid to each Officer. The report shall contain such other information
concerning executive compensation and performance justification as the Board of
Directors shall deem appropriate.


                                  ARTICLE VI
                               INDEMNIFICATIONS

6.1 General. To the fullest extent permitted by law, the Corporation shall
indemnify and hold harmless each Director and Officer against any liability and
expenses arising from any threatened, pending, or completed action, suit,
arbitration, alternative dispute resolution mechanism, or proceeding, whether
civil, criminal, administrative, or investigative, arising by reason of the
individual's authorized actions and service on behalf of the Corporation.

6.2 Advancement of Expenses. The Corporation shall pay reasonable expenses,
including attorneys' fees, as and when incurred by a Director or Officer in
connection with any proceeding involving indemnified actions or service,
provided the indemnitee agrees in writing to repay all expenses so advanced if
ultimately it should be determined that the Director or Officer is not entitled
to be indemnified, either under this Article or otherwise.

6.3 Non-Exclusive Rights. The rights conferred on any person by this Article
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation, these By-Laws, any agreement with the Corporation, or any vote of
Stockholders.

6.4 Continuation. The indemnification and advancement of expenses provided by or
pursuant to this Article VI, unless otherwise provided when authorized or
ratified, shall continue as to a person who has
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ceased to be a Director or Officer and shall insure to the benefit of the heirs,
executors, and administrators of such a person.

6.5 Insurance. At its expense, the Corporation may maintain insurance to protect
itself and any Director, Officer, employee, or agent of the Corporation against
any expense, liability, or loss. To the extent that the Corporation maintains
any policy or policies providing such insurance, each Director or Officer shall
be covered by to the maximum extent of the coverage thereunder.

                                  ARTICLE VII
                              GENERAL PROVISIONS

7.1 Fiscal Year. The Corporation's fiscal year shall fixed by resolution of the
Board of Directors.

7.2 Signatures. All checks or demands for money and notes of the Corporation
shall be signed by such Officer(s) or such other person(s) as the Board of
Directors from time to time may designate. Other obligations of the Corporation
shall be signed by such Officer(s) as the Board of Directors by resolution may
approve.

7.3 Enforceability. If any provision of these By-Laws shall be held to be
invalid, illegal, or unenforceable for any reason whatsoever, then the validity,
legality, and enforceability of the remaining provisions shall not be affected
in any way.

7.4 Amendments. Unless reserved to the Stockholders by the certificate of
incorporation, these By-Laws may be altered, amended, or repealed, and new
bylaws may be adopted by a majority of the full Board of Directors, at any
stated meeting or at any special meeting duly called for that purpose.