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                                                                     EXHIBIT 3.2

                               RESTATED BY-LAWS OF

                              ROCKFORD CORPORATION



                                    ARTICLE I

                           OFFICES AND CORPORATE SEAL

         1.01     PLACE OF BUSINESS

         In addition to its known place of business, which shall be the office
of its Statutory Agent, the corporation shall maintain a principal office in
Maricopa County, Arizona.

         1.02     OTHER PLACES OF BUSINESS

         The corporation may also maintain offices at such other place or
places, either within or without the State of Arizona, as may be designated from
time to time by the Board of Directors, and the business of the corporation may
be transacted at such other offices with the same effect as that conducted at
the principal office.

         1.03     CORPORATE SEAL

         A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of this corporation, but nevertheless if in
any instance a corporate seal be used, the same shall be, at the pleasure of the
officer affixing the same, be either (a) a circle having on the circumference
thereof "Rockford Corporation" and in the center "Incorporated 1980 Arizona," or
(b) a circle containing the words "Corporate Seal" on the circumference thereof,
and in the center "Arizona."

                                   ARTICLE II

                                  SHAREHOLDERS

         2.01     PLACE OF MEETINGS

         All meetings of shareholders shall be held at such place as may be
fixed from time to time by the Board of Directors, or in the absence of
direction by the Board of Directors, by the President or Secretary of the
corporation, either within or without the State of Arizona, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         2.02     ANNUAL MEETINGS

         Annual meetings of shareholders shall be on the fifteenth day of March
if not a legal holiday, and if a legal holiday, then on the next secular day
following, or at such other date
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and time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. At the annual meeting, shareholders shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting.

         2.03     NOTICE OF ANNUAL MEETING

         Written notice of the annual meeting stating the place, date, and hour
of the meeting shall be given to each shareholder of record entitled to vote at
such meeting not less than ten (10) nor more than fifty (50) days before the
date of the meeting. Shareholders entitled to vote at the meeting shall be
determined as of 4:30 P.M. on the day before notice of the meeting is sent.

         2.04     SHAREHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each shareholder. Such list shall be open to the examination of
any shareholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
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. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder present.

         2.05     SPECIAL MEETINGS

         Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the President and shall be called by the President or Secretary at
the request in writing of a majority of the Board of Directors, or at the
request in writing of shareholders owning a majority in amount of the entire
capital stock of the corporation issued, outstanding, and entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting.

         2.06     NOTICE OF SPECIAL MEETING

         Written notice of a special meeting stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called shall be
given not less than ten (10) nor more than fifty (50) days before the date of
the meeting to each shareholder of record entitled to vote at such meeting.
Business transacted at any special meeting of shareholders shall be limited to
the purposes stated in the notice. Shareholders entitled to vote at the meeting
shall be determined as of 4:00 P.M. on the day before notice of the meeting is
sent.


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         2.07     QUORUM

         The holders of a majority of the shares issued, outstanding, and
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting, present in person or represented by proxy, the
President, or if he is not present, the Secretary, shall have power to adjourn
the meeting to another time or place, without notice other than announcement at
the meeting at which adjournment is taken, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the Adjournment is for more than thirty
(30) 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
shareholder of record entitled to vote at the meeting.

         2.08     AUTHORITY OF QUORUM

         When a quorum is present at any meeting, the vote of the holders of a
majority of the voting power present, whether in person or represented by proxy,
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of the statutes of the state of Arizona or
of the Articles of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         2.09     VOTING AND PROXIES

         At every meeting of the shareholders, each shareholder shall be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholder, but no proxy shall be voted or
acted upon after eleven (11) months from its date, unless the proxy provides for
a longer period.

         2.10     ACTION WITHOUT MEETING

         Any action required or permitted to be taken at any annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of all of the outstanding shares entitled to vote
with respect to the subject matter of the action.

         2.11     WAIVER OF NOTICE

         Attendance of a shareholder at a meeting shall constitute waiver of
notice of such meeting, except when such attendance at the meeting is for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Any shareholder may waive notice of
any annual or special meeting of shareholders by executing a written notice of
waiver either before or after the time of the meeting.


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                                   ARTICLE III

                                    DIRECTORS

         3.01     NUMBER AND ELECTION

         The number of Directors shall be from 2 to 11, as set from time to time
by the shareholders or the Board of Directors, and the Directors shall be
elected at the annual meeting of the shareholders, except as provided in Section
3.02 of this Article, and each Director elected shall hold office until his or
her successor is elected and qualified. Directors need not be shareholders.

         3.02     VACANCIES

         Vacancies and newly created directorships resulting from any increase
in the authorized number of Directors may be filled by the affirmative vote of a
majority of the remaining Directors then in office, though not less than a
quorum, or by a sole remaining Director, and the Directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, unless sooner displaced. If there are no Directors in
office, then an election of Directors may be held in the manner provided by
statute.

         3.03     DUTIES OF BOARD

         It shall be the duty of the board of directors to control and manage
the property and business of the corporation, and to appoint from its own
membership or otherwise the officers of the corporation who may serve under
written or oral contract at the pleasure of the board. The board shall have
power to enter into written contracts with officers for terms extending beyond
their own terms of office. Generally, and without limitation, the board shall
have the power and shall operate the business of the corporation in a prudent
and careful manner to the best interests of the stockholders. The authority of
the board shall include the authority to authorize the issuance of stock, the
power to fill vacancies on the board and the power to increase the size of the
board of directors by appropriate amendment to these bylaws.

         3.04     PLACE OF MEETING

         The Board of Directors of the corporation may hold meetings, both
regular and special, either within or without the State of Arizona.

         3.05     FIRST MEETING OF BOARD OF DIRECTORS

         The first meeting of each newly elected Board of Directors shall be
held immediately following the annual meeting of shareholders and in the same
place as the annual meeting of shareholders, and no notice to the newly elected
directors of such meeting shall be necessary in order legally to hold the
meeting, providing a quorum shall be present. In the event such meeting is not
held, the meeting may be held at such time and place as shall be specified in


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a notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver by all of the Directors.

         3.06     REGULAR MEETINGS

         Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board.

         3.07     SPECIAL MEETINGS

         Special meetings of the Board may be called by the President or the
Secretary on one (1) day's notice to each Director, either personally, by mail,
by telegram, or by telephone; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of two (2)
Directors.

         3.08     QUORUM

         A majority of the membership of the Board of Directors shall constitute
a quorum and the concurrence of a majority of those present shall be sufficient
to conduct the business of the Board, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation. If a quorum shall not
be present at any meeting of the Board of Directors, the Directors then present
may adjourn the meeting to another time or place, without notice other than
announcement at the meeting, until a quorum shall be present.

         3.09     ACTION WITHOUT MEETING

         Unless otherwise restricted by the Articles of Incorporation or these
bylaws, 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.

         3.10     EXECUTIVE COMMITTEE

         There may be created at the option of the Board of Directors an
Executive Committee consisting of two (2) members of the Board of Directors who
shall be elected by the whole board at the first meeting of the Board of
Directors following each annual meeting of shareholders. Members of the
Executive Committee shall serve at the pleasure of the Board of Directors and
each member of the Executive Committee may be removed with or without cause at
any time by the Board of Directors acting at a meeting or by unanimous written
consent. In the event any vacancy occurs in the Executive Committee, the vacancy
shall be filled by the Board of Directors. The Executive Committee shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation, but shall not possess any authority of
the Board of Directors prohibited by law.


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         3.11     REIMBURSEMENT EXPENSES

         The Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
The amount or rate of such compensation of members of the Board of Directors or
of committees shall be established by the Board of Directors and shall be set
forth in the minutes of the Board.

         3.12     WAIVER OF NOTICE

         Attendance of a Director at a meeting shall constitute waiver of notice
of such meeting, except when the person attends the meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Any Director may waive notice of any annual,
regular, or special meeting of Directors by executing a written notice of waiver
either before or after the time of the meeting.

         3.13     VACANCY

         A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

         4.01     ELECTION AND OFFICES

         The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Vice President, a Secretary, and a
Treasurer. The Board of Directors may also choose a Chairman of the Board,
additional Vice Presidents, and one or more assistant secretaries, assistant
treasurers, and assistant vice-presidents. Any number of offices, except the
offices of President and Secretary, may be held by the same person, unless the
Articles of Incorporation or these bylaws otherwise provide. The Board of
Directors may leave any office vacant indefinitely so long as there is a
President or Vice President and a Secretary or an assistant Secretary available
to act.

         4.02     TIME OF ELECTION

         The Board of Directors at its first meeting after each annual meeting
of shareholders shall choose a President, one or more Vice Presidents, a
Secretary, and a Treasurer, and may choose a Chairman of the Board, each of whom
shall serve at the pleasure of the Board of Directors. The Board of Directors at
any time may appoint such other officers and agents as it


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shall deem necessary to hold offices at the pleasure of the Board of Directors
and to exercise such powers and perform such duties as shall be determined from
time to time by the Board.

         4.03     SALARIES

         The salaries of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a Director of the corporation. The
salaries of the officers or the rate by which salaries are fixed shall be set
forth in the minutes of the meetings of the Board of Directors.

         4.04     VACANCY

         A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise may be filled by the Board of Directors at any
time.

         4.05     CHAIRMAN OF THE BOARD

         The Chairman of the Board, if one shall have been appointed and be
serving, shall preside at all meetings of the Board of Directors and shall
perform such other duties as from time to time may be assigned to him or her.

         4.06     THE PRESIDENT

         The President shall preside at all meetings of shareholders, and if a
Chairman of the Board shall not have been appointed or, having been appointed,
shall not be serving or be absent, the President shall preside at all meetings
of the Board of Directors. He or she shall sign all deeds and conveyances, all
contracts and agreements, and all other instruments requiring execution on
behalf of the corporation, subject to policies established by the Board of
Directors.

         4.07     THE VICE PRESIDENTS

         There shall be as many vice presidents as shall be determined by the
Board of Directors from time to time, and they shall perform such duties as from
time to time may be assigned to them. Any one of the vice presidents, as
authorized by the Board, shall have all the powers and perform all the duties of
the President in case of the temporary absence of the President or in case of
his or her temporary inability to act. In case of the permanent absence or
inability of the President to act, the office shall be declared vacant by the
Board of Directors and a successor chosen by the Board.

         4.08     THE SECRETARY

         The secretary shall see that the minutes of all meetings of
shareholders, of the Board of Directors, and of any standing committees are
kept. He or she shall be the custodian of the corporate seal and shall affix it
to all proper instruments when deemed advisable by him or her. He or she shall
give or cause to be given required notices of all meetings of the shareholders
and of the Board of Directors. He or she shall have charge of all the books and
records of the


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corporation except the books of account, and in general shall perform all the
duties incident to the office of Secretary of a corporation and such other
duties as may be assigned to him or her.

         4.09     THE TREASURER

         The Treasurer shall have general custody of all the funds and
securities of the corporation except such as may be required by law to be
deposited with any state official. He or she shall see to the deposit of the
funds of the corporation in such bank or banks as the Board of Directors may
designate. Regular books of account shall be kept under his or her direction and
supervision, and he or she shall render financial statements to the President,
Directors, and shareholders at proper times. The Treasurer shall have charge of
the preparation and filing of such reports, financial statements, and returns as
may be required by law. He or she shall give to the corporation such fidelity
bond as may be required, and the premium therefor shall be paid by the
corporation as an operating expense.

         4.10     THE ASSISTANT SECRETARIES

         There may be such number of assistant secretaries as from time to time
the Board of Directors may fix, and such persons shall perform such functions as
from time to time may be assigned to them. No assistant secretary shall have
power or authority to collect, account for, or pay over any tax imposed by any
federal, state or city government.

         4.11     THE ASSISTANT TREASURERS

         There may be such number of assistant treasurers as from time to time
the Board of Directors may fix, and such persons shall perform such functions as
from time to time may be assigned to them. No assistant treasurer shall have the
power or authority to collect, account for, or pay over any tax imposed by any
federal, state, or city government.

         4.12     THE ASSISTANT VICE PRESIDENTS

         There may be such number of assistant vice presidents as from time to
time the Board of Directors may fix, and such persons shall perform such
functions as from time to time may be assigned to them. No assistant vice
president shall have the power or authority to collect, account for, or pay over
any tax imposed by any federal, state, or city government.

                                    ARTICLE V

                             SPECIAL CORPORATE ACTS

                   NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS

         All checks, drafts, notes, bonds, bills of exchange, and orders for the
payment of money of the Corporation; all deeds, mortgages, and other written
contracts and agreements to which the Corporation shall be a party; and all
assignments or endorsements of stock certificates, registered bonds, or other
securities owned by the Corporation, shall, unless otherwise directed


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by the Board of Directors, or unless otherwise required by law, be signed by the
President or Secretary-Treasurer. The Board of Directors may, however, authorize
any one of such officers to sign any of such instruments, for and in behalf of
the Corporation, without necessity of countersignature; may designate officers
or employees of the Corporation, other than those named above, who may, in the
name of the Corporation, sign such instruments; and may authorize the use of
facsimile signatures of any of such persons. Any shares of stock issued by any
other corporation and owned or controlled by the Corporation may be voted at any
shareholder's meeting of the other Corporation by the President of the
Corporation, if he be present; or, in his absence, by the Secretary-Treasurer of
the corporation who may be present; and, in the event both the President and
Secretary-Treasurer shall be absent, then by such person as the President of the
Corporation shall, by duly executed proxy, designate to represent the
Corporation at such shareholders' meeting.

                                   ARTICLE VI

                         REPEAL, ALTERATION OR AMENDMENT

         These bylaws may be repealed, altered, or amended, or substitute bylaws
may be adopted at any time only by a majority of the Board of Directors.

                                   ARTICLE VII

                               CORPORATE TAKEOVERS

         Pursuant to A.R.S. Section 10-2760, the corporation elects to opt out
of all of the provisions of A.R.S. Title 10, Chapter 23, Corporate Takeovers.

         I, _________________________, Secretary of Rockford Corporation, an
Arizona corporation, do hereby certify that the foregoing Bylaws were duly
adopted as the Bylaws of said corporation by the Board of Directors at a regular
meeting thereof, duly and regularly called and held on the _____ day of
_________________________, 19__; and that the same do now constitute the Bylaws
of said corporation.

         DATED this _____ day of _________________________, 19__.



                                                /s/  JAMES M. THOMSON
                                                ___________________________
                                                        Secretary


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