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Exhibit
3(ii)




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PageARTICLE I
    
    CORPORATE OFFICES
    
    
    11.1
    
    
    Registered Office
    
    
    11.2
    
    
    Other Offices
    
    
    1ARTICLE II
    
    MEETINGS OF STOCKHOLDERS
    
    
    12.1
    
    
    Place of Meetings
    
    
    12.2
    
    
    Annual Meeting
    
    
    12.3
    
    
    Special Meeting
    
    
    32.4
    
    
    Notice of
Stockholders, Meetings
    
    
    42.5
    
    
    Manner of Giving Notice; Affidavit of Notice
    
    
    42.6
    
    
    Quorum
    
    
    52.7
    
    
    Adjourned Meeting; Notice
    
    
    52.8
    
    
    Voting
    
    
    62.9
    
    
    Validation of Meetings; Waiver of Notice; Consent
    
    
    62.10
    
    
    Stockholder Action by Written Consent Without
a Meeting
    
    
    72.11
    
    
    Record Date for Stockholder Notice; Voting;
Giving Consents
    
    
    72.12
    
    
    Proxies
    
    
    82.13
    
    
    Inspectors of Election
    
    
    8ARTICLE III
    
    DIRECTORS
    
    
    93.1
    
    
    Powers
    
    
    93.2
    
    
    Number and Term of Office
    
    
    93.3
    
    
    Resignation and Vacancies
    
    
    103.4
    
    
    Removal
    
    
    113.5
    
    
    Place of Meetings; Meetings by Telephone
    
    
    113.6
    
    
    First Meetings
    
    
    123.7
    
    
    Regular Meetings
    
    
    123.8
    
    
    Special Meetings; Notice
    
    
    123.9
    
    
    Quorum
    
    
    123.10
    
    
    Waiver of Notice
    
    
    133.11
    
    
    Adjournment
    
    
    133.12
    
    
    Notice of Adjournment
    
    
    133.13
    
    
    Board Action by Written Consent Without a Meeting
    
    
    133.14
    
    
    Fees and Compensation of Directors
    
    
    143.15
    
    
    Approval of Loans to Officers
    
    
    14ARTICLE IV
    
    COMMITTEES
    
    
    144.1
    
    
    Committees of Directors
    
    
    144.2
    
    
    Meetings and Action of Committees
    
    
    15
 -i-




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PageARTICLE V
    
    OFFICERS
    
    
    155.1
    
    
    Officers
    
    
    155.2
    
    
    Election of Officers
    
    
    165.3
    
    
    Subordinate Officers
    
    
    165.4
    
    
    Removal and Resignation of Officers
    
    
    165.5
    
    
    Vacancies in Offices
    
    
    165.6
    
    
    Chairman of the Board
    
    
    165.7
    
    
    President
    
    
    175.8
    
    
    Vice Presidents
    
    
    175.9
    
    
    Secretary
    
    
    175.10
    
    
    Chief Financial Officer
    
    
    18ARTICLE VI
    
    INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS
    
    
    186.1
    
    
    Third Party Actions
    
    
    186.2
    
    
    Indemnification of Others
    
    
    196.3
    
    
    Insurance
    
    
    19ARTICLE VII
    
    RECORDS AND REPORTS
    
    
    197.1
    
    
    Maintenance and Inspection of Records Register
    
    
    197.2
    
    
    Inspection by Directors
    
    
    207.3
    
    
    Annual Report to Stockholders; Waiver
    
    
    217.4
    
    
    Representation of Shares of Other Corporations
    
    
    21ARTICLE VIII
    
    GENERAL MATTERS
    
    
    218.1
    
    
    Record Date for Purposes Other Than Notice
and Voting
    
    
    218.2
    
    
    Checks; Drafts; Evidences of Indebtedness
    
    
    228.3
    
    
    Corporate Contracts and Instruments : How Executed
    
    
    228.4
    
    
    Stock Certificates; Partly Paid Shares
    
    
    228.5
    
    
    Special Designation on Certificates
    
    
    238.6
    
    
    Lost Certificates
    
    
    238.7
    
    
    Construction; Definitions
    
    
    23ARTICLE IX
    
    AMENDMENTS
    
    
    24ARTICLE X
    
    DISSOLUTION
    
    
    24ARTICLE XI
    
    CUSTODIAN
    
    
    2511.1
    
    
    Appointment of a Custodian in Certain Cases
    
    
    2511.2
    
    
    Duties of Custodian
    
    
    25
 -ii-




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AMENDED
AND RESTATED
 BYLAWS
 OF
 MICRO LINEAR CORPORATION
  CORPORATE OFFICES
 REGISTERED OFFICE
  OTHER OFFICES
   MEETINGS OF STOCKHOLDERS
 PLACE OF MEETINGS
  ANNUAL MEETING
   1




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provided however, 1934 Act
  -2-




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SPECIAL MEETING
   -3-




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NOTICE OF STOCKHOLDERS MEETINGS
  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
  -4-




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QUORUM
  ADJOURNED MEETING; NOTICE
   -5-




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VOTING
  provided however,
   VALIDATION OF MEETINGS: WAIVER OF NOTICE; CONSENT
  -6-




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STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
  -7-




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PROXIES
  INSPECTORS OF ELECTION
  -8-




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DIRECTORS
 POWERS
  NUMBER AND TERM OF OFFICE
   -9-




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RESIGNATION AND VACANCIES
      -10-




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REMOVAL
  PLACE OF MEETINGS; MEETINGS BY TELEPHONE
   -11-




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FIRST MEETINGS
  REGULAR MEETINGS
  SPECIAL MEETINGS; NOTICE
     -12-




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WAIVER OF NOTICE
  ADJOURNMENT
  NOTICE OF ADJOURNMENT
  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
  -13-




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FEES AND COMPENSATION OF DIRECTORS
  APPROVAL OF LOANS TO OFFICERS
   COMMITTEES
 COMMITTEES OF DIRECTORS
  -14-




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MEETINGS AND ACTION OF COMMITTEES
 provided however
  OFFICERS
 OFFICERS
  -15-




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ELECTION OF OFFICERS
  SUBORDINATE OFFICERS
  REMOVAL AND RESIGNATION OF OFFICERS
   VACANCIES IN OFFICES
  CHAIRMAN OF THE BOARD
  -16-




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PRESIDENT
  VICE PRESIDENTS
  SECRETARY
   -17-




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CHIEF FINANCIAL OFFICER
    INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES
 AND OTHER AGENTS
 THIRD PARTY ACTIONS
  -18-




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INDEMNIFICATION OF OTHERS
  INSURANCE
   RECORDS AND REPORTS
 MAINTENANCE AND INSPECTION OF RECORDS REGISTER
  -19-




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INSPECTION BY DIRECTORS
  -20-




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ANNUAL REPORT TO STOCKHOLDERS; WAIVER
  REPRESENTATION OF SHARES OF OTHER CORPORATIONS
   GENERAL MATTERS
 RECORD DATE FOR PURPOSES OTHER THAN
NOTICE AND VOTING
   -21-




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CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
  CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED
  STOCK CERTIFICATES; PARTLY PAID SHARES
   -22-




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SPECIAL DESIGNATION ON CERTIFICATES
 provided however,
 LOST CERTIFICATES
  CONSTRUCTION; DEFINITIONS
  -23-




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AMENDMENTS
 provided, however,
  DISSOLUTION
    -24-




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CUSTODIAN
 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES
     DUTIES OF CUSTODIAN
  -25-




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Adoption by Incorporator
   /s/ Richard C. DeGolia,Richard C. DeGolia, Incorporator
 Certificate by Assistant Secretary of Adoption by Incorporator
   /s/ Richard C. DeGoliaRichard C. DeGolia,Assistant Secretary
 -26-