Exhibit 3.2

AMENDED BYLAWS

OF

TULLY'S COFFEE CORPORATION

ARTICLE 1.  OFFICES

The principal office of the Corporation in the State of Washington shall be located in the City of Mercer Island, County of King. The Corporation may have such
other offices, either in or out of the State of Washington, as the Board of Directors (at times referred to herein as the "Board") may designate or as the business of the Corporation may require from
time to time.

ARTICLE 2.  SHAREHOLDERS

2.1Annual Meeting.The annual meeting of the shareholders of this
Corporation shall be held each year prior to the end of the calendar year in which the fiscal year ends for the purpose of electing directors and transacting such other business as may come before the
meeting. The failure to hold an annual meeting at the time stated in these Bylaws does not affect the validity of any corporate action. (As amended by the Board on October 23, 1997.)

2.2Special Meetings.Except as otherwise provided by law, special meetings of shareholders of this
Corporation shall be held whenever called by any officer or the Board of Directors. Special meetings shall also be held whenever the holders of at least ten percent (10%) of all of the votes entitled
to be cast on any issue presented for consideration at the proposed special meeting, sign, date and deliver to the Corporation's Secretary one (1) or more written demands for the meeting,
describing the purpose or purposes for which such meeting is to be held. Only business within the purpose or purposes described in the meeting notice required by the Washington Business Corporation
Act may be conducted at a special shareholders, meeting.

2.3Place of Meetings.Meetings of shareholders shall be held at the principal office of the
Corporation or at such other place in or out of the State of Washington as determined by the Board of Directors, pursuant to proper notice.

2.4Record Date.The Board of Directors is authorized to determine the record date for one
(1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the Board
has not determined a record date, it shall be fixed as follows:



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2.5Shareholders' List For Meeting.After fixing a record date for a meeting, an alphabetical list
shall be prepared of the names of all of the Corporation's shareholders on the record date who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within
each voting group by class or series of shares, and shall show the address of and number of shares held by each shareholder.



2.6Notice.Written notice of each shareholders' meeting stating the date, time, and place and, in
case of a special meeting, the purpose or purposes for which such meeting is called, shall be given by the Corporation not less than ten (10) (unless a greater period of notice is required by
law in a particular case) nor more than sixty (60) days prior to the date of the meeting, to each shareholder of record entitled to vote unless required by law to send notice to all
shareholders regardless of whether or not such shareholders are entitled to vote, to the shareholder's address as it appears on the current record of shareholders of this Corporation.



2.7Waiver of Notice.A shareholder may waive any notice required to be given by these Bylaws, or the
Articles of Incorporation of this Corporation, or any provision of the Washington Business Corporation Act, as amended, before or after the meeting that is the subject of such notice. A valid waiver
is created by any of the following three methods:



2.8Quorum of Shareholders.At any meeting of shareholders, a majority in interest of all the shares
entitled to vote on a matter, represented by shareholders of record in person or by proxy, shall constitute a quorum of that voting group for action on that matter.



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2.9Proxies.Shareholders of record may vote at any meeting either in person or by proxy executed in
writing. A proxy is effective when received by the person authorized to tabulate votes for the Corporation. A proxy is valid for eleven (11) months unless a longer period is expressly provided
in the proxy.

2.10Voting.Subject to the provisions of the laws of the State of Washington, and unless otherwise
provided in the Articles of Incorporation, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders, meeting; provided, however, that
for the election of directors, shareholders are entitled to cumulate votes by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote,
and to cast the product for a single candidate or distribute the product among two or more candidates.

2.11Adjournment.A majority of the shares represented at the meeting, even if less than a quorum,
may adjourn the meeting from time to time. At such reconvened meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally
notified.

ARTICLE 3.  BOARD OF DIRECTORS

3.1General Powers.All corporate powers shall be exercised by or under
authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board of Directors (at times referred to herein as the "Board"), except as otherwise provided
by its Articles of Incorporation.

3.2General Standards For Directors.



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3.3Number and Qualifications.The Board of Directors shall consist of at least one
(1) individual; provided, however, that the number of directors may be increased or decreased from time to time to any number not less than one (1) by the shareholders or by the Board of
Directors at any regular or special meeting.



3.4Election and Term of Office.



3.5Meetings and Action of the Board.



3.6Notice.



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3.7Waiver of Notice.A director may waive notice of a special meeting of the Board of Directors
either before or after the meeting, and such waiver shall be deemed to be the equivalent of giving notice. The waiver must be in writing, signed by the director entitled to the notice and delivered to
the Corporation for inclusion in its corporate records. Attendance at or participation in a meeting shall constitute waiver of any required notice to the director of the meeting, unless the director
at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action
taken at the meeting.

3.8Quorum and Voting.



3.9Adjournment.A majority of the directors present, even if less than a quorum, may adjourn a
meeting and continue it to a later time. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall
not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.

3.10Resignation and Removal.



3.11Vacancies.Unless otherwise provided by the Washington Business Corporation Act, as amended, in
the case of any vacancy in the Board of Directors, including a vacancy resulting from an increase in the number of directors, the remaining directors, whether constituting a quorum or not, or the
shareholders, may fill the vacancy. If the directors in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors in
office.

3.12Compensation.By resolution of the Board of Directors, each director may be paid expenses, if
any, for attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such
payment shall preclude any director from serving this Corporation in any other capacity and receiving compensation therefor.

3.13Presumption of Assent.A director who is present at a meeting of the Board of Directors when
action is taken is deemed to have assented to the action taken unless:



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3.14Committees.The Board of Directors, by resolution adopted by a majority of the full Board of
Directors may designate from among its members an Executive Committee and one or more other committees, each of which:



ARTICLE 4.  SPECIAL MEASURES
APPLYING TO BOTH SHAREHOLDERS' MEETINGS
AND DIRECTORS MEETINGS

4.1Action by Written Consent.Any action required or permitted to be taken
at a meeting of the shareholders or the Board of Directors may be accomplished without a meeting if the action is taken by all of the shareholders entitled to vote thereon, or by all of the members of
the Board of Directors, as the case may be. The action must be evidenced by one or more written consents describing the
action to be taken, signed by all of the shareholders entitled to vote thereon, or by all directors, as the case may be, and delivered to the Corporation for inclusion in the minutes. Directors'
consents may be signed either before or after the action taken.



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4.2Conference Telephone.Meetings of the shareholders and Board of Directors may be effectuated by
means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall
constitute presence in person at such meeting.

4.3Oral and Written Notice.Oral notice may be communicated in person or by telephone, wire or
wireless equipment, which does not transmit a facsimile of the notice. Oral notice is effective when communicated.



ARTICLE 5.  OFFICERS

5.1Positions.The officers of this Corporation shall be a President and a
Secretary or a Secretary/Treasurer, each of whom shall be appointed by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board or
appointed by a duly appointed officer to whom such authority has been delegated by Board resolution, including a Treasurer, and one or more Vice-Presidents. No officer need be a
shareholder or a director of this Corporation. Any two or more offices may be held by the same person.



5.2Appointment and Term of Office.The officers of this Corporation shall be appointed annually by
the Board of Directors at the first meeting of the Board held after each annual meeting of the shareholders. If officers are not appointed at such meeting, such appointment shall occur as soon as
possible thereafter. Each officer shall hold office until a successor shall have been appointed and qualified or until said officer's earlier death, resignation, or removal.

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5.3Powers and Duties.If the Board appoints persons to fill the following officer positions, such
officers shall have the powers and duties set forth below:



5.4Salaries and Contract Rights.The salaries, if any, of the officers shall be fixed from time to
time by the Board of Directors. The appointment of an officer shall not of itself create contract rights.

5.5Resignation or Removal.Any officer of this Corporation may resign at any time by giving written
notice to the Board of Directors, or to any officer of this Corporation. Any such resignation is effective when the notice is delivered, unless the notice specifies a later date, and shall be without
prejudice to the contract rights, if any, of such officer.

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5.6Vacancies.If the office of any officer becomes vacant by any reason, the directors may appoint a
successor or successors who shall hold office for the unexpired term.

ARTICLE 6.  CONTRACTS, LOANS,
CHECKS AND DEPOSITS

6.1Contracts.The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

6.2Loans.No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

6.3Loans to Officers and Directors.No loans shall be made by the Corporation to its officers or
directors, unless approved by either (a) the holders of two-thirds (2/3) of the shares, or (b) a unanimous vote of the disinterested Directors of the
Corporation. No loans shall be made by the Corporation secured by its shares. (As amended by the Board on June 7, 2002.)

6.4Checks, Drafts, Etc.All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the



6.5Deposits.All funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE 7.  CERTIFICATES FOR SHARES
AND THEIR TRANSFER

7.1Issuance of Certificates for Shares.No shares of this Corporation shall
be issued unless authorized by the Board of Directors. Such authorization shall include the maximum number of shares to be issued, the consideration to be received, and a statement that the Board
considers the consideration to be adequate. Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Washington Business Corporation Act, as
amended, and shall state:



7.2Transfer of Stock.Shares of stock may be transferred by delivery of the certificate accompanied
by either an assignment in writing on the reverse side of the certificate or by a written power of attorney to assign and transfer the same on the books of this Corporation. The shares shall be
transferable on the books of this Corporation upon surrender thereof so assigned or endorsed.

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7.3Loss or Destruction of Certificates.In case of the loss, mutilation, or destruction of a
certificate of stock, a duplicate may be issued upon such terms as the Board of Directors shall prescribe.

7.4Record Date and Transfer Books.As set forth in Section 2.4 of these Bylaws, the Board of
Directors may fix in advance a record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

7.5Voting Record.As set forth in Section 2.5 of these Bylaws, the officer or agent having
charge of the stock transfer books for shares of this Corporation shall make at least ten (10) days before each meeting of shareholders a complete record of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.

ARTICLE 8.  BOOKS AND RECORDS

8.1Minute Book, Books of Accounts, and Share Register.The Corporation:



8.2Copies of Resolutions.Any person dealing with the Corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the President or Secretary of the Corporation.

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ARTICLE 9.  FISCAL YEAR
AND FINANCIAL STATEMENTS

9.1Fiscal Year.The fiscal year end of the Corporation shall be determined
by resolution of the Board of Directors.

9.2Financial Statements.Not later than four months after the close of each fiscal year, and in any
event prior to the annual meeting of shareholders, the Corporation shall prepare:



ARTICLE 10.  CORPORATE SEAL

The seal of this Corporation, if the Corporation has a corporate seal, shall consist of the name of the Corporation, the state of its incorporation and the year
of its incorporation.

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ARTICLE 11.  INDEMNIFICATION OF
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

11.1Definitions.As used in this Article 11:



11.2Indemnification of Directors, Officers, Employees and Agents.The Corporation shall indemnify
and advance expenses to its directors, officers, agents, and employees, as follows:



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11.3Procedure for Seeking Indemnification and/or Advancement of Expenses.







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11.4Contract and Related Rights.



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11.5Exceptions.Any other provision herein to the contrary notwithstanding, the Corporation shall
not be obligated pursuant to the terms of these Bylaws to indemnify or advance expenses to Indemnitee with respect to any proceeding:



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ARTICLE 12.  AMENDMENTS TO BYLAWS

12.1By the Shareholders.These Bylaws may be amended or repealed by a
majority of all of the votes entitled to be cast, at any annual or special meeting of the shareholders notice of the proposed amendment is contained in the notice of the meeting.

12.2By the Board of Directors.These Bylaws may be amended or repealed by the affirmative vote of a
majority of the whole Board of Directors at any meeting of the Board, if notice of the proposed amendment is contained in the notice of the meeting. However, the directors may not modify the Bylaws
fixing their qualifications, classifications, or term of office.

ARTICLE 13.  RULES OF ORDER

The rules contained in the most recent edition of Robert's Rules of Order, newly revised, shall govern all meetings of shareholders and directors where those
rules are not inconsistent with the Articles of Incorporation, these Bylaws, or other rules of order of this Corporation.

ADOPTED
by the Board of Directors July 30th, 1992, and AMENDED by the Board of Directors October 23, 1997 and June 7, 2002.

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