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                                                                    EXHIBIT 3.2




                                    Restated
                                    BYLAWS OF
                                NEORX CORPORATION

                        (A corporation incorporated under
                      the laws of the State of Washington)

                                    SECTION 1
                     SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

         1.1 Annual  Meeting.  The annual  meeting  of the  shareholders  of the
corporation  for the election of directors and for the transaction of such other
business as may properly come before the meeting, shall be held each year at the
principal  office of the corporation,  or at some other place,  either within or
without the state of Washington as designated by the Board of Directors,  on the
day and at the  time  specified  in  Exhibit  A which  is  attached  hereto  and
incorporated herein by this reference (if such specified day is a legal holiday,
then on the next  business day at the same time),  or on such other day and time
as may be set by the Board of Directors.

         1.2 Special Meetings. Special meetings of the shareholders for any
purpose or purposes  may be called at any time by the Board of  Directors  to be
held at such time and place as the Board of Directors may prescribe.

         Upon the request of the Chairman of the Board, the President, the Board
of Directors,  or of any  shareholder or  shareholders  holding in the aggregate
one-tenth (1/lOth) of the voting power of all shareholders, it shall be the duty
of the Secretary to call a special meeting of the shareholders to be held at the
principal  office of the corporation or such other  convenient place and at such
time as the  Secretary  may fix,  not  less  than ten (10) (or in the case of an
amendment to the articles of incorporation,  a plan of merger or share exchange,
a proposed sale, lease,  exchange,  or other disposition of all or substantially
all of the assets of the  corporation  other than in the usual or regular course
of business,  or the dissolution of the corporation,  twenty (20)) nor more than
sixty (60) days after the receipt of said request,  and if said Secretary  shall
neglect or refuse to issue such call, those making the request may do so.

         1.3 Notice of Meetings.  Written  notice of the place,  day and hour of
the annual shareholders'  meeting and written notice of the day, place, hour and
purpose or purpose of special shareholders' meetings shall be delivered not less
than ten (10) (or in the case of an amendment to the articles of  incorporation,
a plan of merger or share exchange, a proposed sale, lease,  exchange,  or other
disposition of all or substantially  all of the assets of the corporation  other
than in the usual or  regular  course of  business,  or the  dissolution  of the
corporation,  twenty  (20)) nor more than sixty (60) days before the date of the
meeting.  Notice may be  transmitted  by:  Mail,  private  carrier,  or personal
delivery,  telegraph or teletype, or facsimile of the notice, and shall be given
by or at the direction of the President, the Secretary or the officer or persons
calling the  meeting,  to each  shareholder  of record  entitled to vote at such
meeting.  If mailed,  such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the  shareholder at his or her address as
it appears on the stock transfer books of the corporation,  with postage thereon
prepaid.

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         1.4 Waiver of Notice.  Except where expressly  prohibited by law or the
Articles  of  Incorporation,  notice  of the day,  place,  hour and  purpose  or
purposes  of  any  shareholders'  meeting  may  be  waived  in  writing  by  any
shareholder at any time,  either before or after the meeting,  and attendance at
the  meeting in person or by proxy shall  constitute  a waiver of such notice of
the meeting unless such person in attendance  asserts,  if prior to commencement
of such meeting, in writing to the Secretary,  or if at the commencement of such
meeting,  publicly to the Chairman,  that proper notice was not given.  A waiver
must be in writing,  be signed by the  shareholder  entitled  to notice,  and be
delivered  to the  corporation  for  inclusion  in the  minutes or filing in the
corporate records.  Any shareholder so waiving shall be bound by the proceedings
of any such meeting in all respects as if due notice thereof had been given.

         1.5 Shareholders' Action Without a Meeting.  The shareholders may take
any action which they could  properly  take at a meeting  without a meeting if a
consent in writing,  setting forth the action so taken,  is signed by all of the
shareholders  entitled to vote with respect to the subject matter thereof.  Such
consent  shall  have  the same  effect  as a  unanimous  vote.  Action  taken by
unanimous written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date.

         1.6 Telephone  Meetings.  Shareholders  may participate in a meeting of
shareholders  by means  of a  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each  other  participant,  and  participation  by such  means  shall  constitute
presence in person at a meeting.

         1.7  List  of   Shareholders.   After   fixing  a  record  date  for  a
shareholders' meeting, the corporation shall prepare an alphabetical list of the
names of all  shareholders  on the record date who are entitled to notice of the
shareholders'  meeting.  The list shall be arranged by voting group,  and within
each  voting  group by class or series of  shares,  and show the  address of and
number of shares held by each shareholder.  A shareholder,  shareholder's agent,
or a shareholder's  attorney may inspect the shareholders'  list,  beginning ten
days prior to the shareholders'  meeting and continuing through the meeting,  at
the  corporation's  principal  office or at a place  identified  in the  meeting
notice in the city where the meeting will be held during regular  business hours
and be at the shareholder's  expense.  The shareholders' list shall be kept open
for inspection during such meeting or any adjournment.

         1.8 Quorum. The holders of a majority of the shares entitled to vote at
a  meeting,  present  in  person  or by  proxy,  shall  constitute  a quorum  of
shareholders  for the  transaction  of business and the act of a majority of the
shares  present in person or by proxy at a meeting  at which  there is a quorum,
shall be the act of the corporation, except as otherwise provided herein, by law
(including without limitation RCW 23B.08.730 relating to transactions in which a
director  or an  officer  has a  conflicting  interest)  or by the  Articles  of
Incorporation. The shareholders present at a duly organized meeting may continue
to transact  business at such  meeting and at any  adjournment  of such  meeting
(unless  a new  record  date  is or must  be set  for  the  adjourned  meeting),
notwithstanding  the  withdrawal of enough  shareholders  from either meeting to
leave less than a quorum.

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         1.9  Adjourned  Meetings.  Whether  for  failure  to obtain a quorum or
otherwise,  an adjournment or adjournments of any  shareholders'  meeting may be
taken to such time and place as the  majority  of those  present  may  determine
without any other  notice than  announcement  at such meeting  being given.  Any
meeting at which directors are to be elected shall be adjourned only from day to
day until such directors are elected.

         1.10 Proxies.  The holder of any proxy for a shareholder  shall present
evidence of his or her  appointment  by an instrument  in writing  signed by the
shareholder or by his or her duly authorized attorney-in-fact.  Such proxy shall
be filed  with the  Secretary  of the  corporation  before or at the time of the
meeting.  No proxy shall be valid after  eleven (11) months from the date of its
execution unless otherwise provided in the proxy.  Revocation of a shareholder's
proxy shall not be effective  until  written  notice  thereof has actually  been
received by the secretary of the corporation.

         1.11 Director  Nominations.  Nominations  of candidates for election as
directors at any meeting of shareholders may be made (a) by, or at the direction
of, a majority of the Board of Directors or (b) by any  shareholder  entitled to
vote at such a meeting. Only persons nominated in accordance with the procedures
set forth in this  Section  1.11 shall be eligible  for election as directors at
such a meeting.

         Nominations,  other  than those  made by, or at the  direction  of, the
Board of  Directors,  shall be made  pursuant to timely notice in writing to the
secretary of the  corporation  as set forth in this Section 1.11. To be timely a
shareholder's  notice  shall be  delivered  to, or mailed and  received  at, the
principal executive offices of the corporation not less than sixty (60) days nor
more  than  ninety  (90)  days  prior to the date of a  scheduled  shareholders'
meeting, regardless of postponements, deferrals, or adjournments of that meeting
to a later date; provided,  however, that if less than seventy (70) days' notice
or prior public  disclosure of the scheduled  date of such a meeting is given or
made,  notice by the  shareholder  to be timely must be so delivered or received
not later  than the close of  business  on the tenth  (10th) day  following  the
earlier of the day on which such notice of the date of the scheduled meeting was
mailed or the day on which such public  disclosure was made. Such  shareholder's
notice  shall set forth (a) as to each person whom the  shareholder  proposes to
nominate for  election or  re-election  as a director and as to the  shareholder
giving the notice (i) the name, age,  business address and residence  address of
such person, (ii) the principal  occupation or employment of such person,  (iii)
the  class  and  number  of  shares  of  stock  of  the  corporation  which  are
beneficially  owned by such  person on the date of such  shareholder  notice and
(iv) any other  information  relating  to such  person  that is  required  to be
disclosed in  solicitations  of proxies with respect to nominees for election as
directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended,  including, but not limited to, information required to be disclosed
by Item 4(b) and Item 6 of Schedule A of Regulation  14A and  information  which
would  be  required  to be  filed  on  Schedule  B of  Regulation  14A  with the
Securities and Exchange  Commission;  and (b) as to the  shareholder  giving the
notice (i) the name and address,  as they appear on the corporation's  books, of
such  shareholder  and any other  shareholders  known by such  shareholder to be
supporting such nominees and (ii) the class and number of shares of stock of the
corporation which are beneficially owned by such shareholder on the date of such
shareholder notice and by any other shareholders known by such shareholder to be
supporting such nominees on the date of such shareholder  notice. At the request
of the Board of Directors,  any person nominated by, or at the direction of, the
Board for election as a director at a meeting of the shareholders  shall furnish

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to the secretary of the corporation that information required to be set forth in
a shareholder's notice of nomination which pertains to the nominee.

         No person  shall be  elected as a director  of the  corporation  unless
nominated in  accordance  with the  procedures  set forth in this Section  1.11.
Ballots  bearing  the  names of all the  persons  who have  been  nominated  for
election as directors at a meeting of the  shareholders  in accordance  with the
procedures  set forth in this  Section  1.11  shall be  provided  for use at the
meeting.

         The Board of Directors may reject any  nomination by a shareholder  not
timely made in  accordance  with the  requirements  of this Section 1.11. If the
Board of  Directors,  or a designated  committee  thereof,  determines  that the
information   provided   in  a   shareholder's   notice  does  not  satisfy  the
informational  requirements  of this Section 1.11 in any material  respect,  the
secretary of the  corporation  shall  promptly  notify such  shareholder  of the
deficiency in the notice.  The shareholder shall have an opportunity to cure the
deficiency by providing  additional  information  to the  secretary  within such
period of time, not to exceed five (5) days from the date such deficiency notice
is given to the  shareholder,  as the Board of Directors or such committee shall
reasonably  determine.  If the deficiency is not cured within such period, or if
the  Board  of  Directors  or such  committee  reasonably  determines  that  the
additional  information  provided by the shareholder,  together with information
previously  provided,  does not satisfy the requirements of this Section 1.11 in
any material respect, then the Board of Directors may reject such shareholder's
nomination.  The  secretary of the  corporation  shall notify a  shareholder  in
writing  whether his  nomination  has been made in accordance  with the time and
information requirements of this Section 1.11. Notwithstanding the procedure set
forth in this  paragraph,  if neither the Board of Directors nor such  committee
makes a  determination  as to the validity of any  nominations by a shareholder,
the presiding  officer of the meeting of the  shareholders  shall  determine and
declare at the meeting  whether a  nomination  was made in  accordance  with the
terms  of  this  Section  1.11.  If  the  presiding  officer  determines  that a
nomination was made in accordance  with the terms of this Section 1.11, he shall
so declare at the meeting and ballots  shall be provided  for use at the meeting
with  respect  to such  nominee.  If the  presiding  officer  determines  that a
nomination  was not made in  accordance  with the terms of this Section 1.11, he
shall  so  declare  at  the  meeting  and  the  defective  nomination  shall  be
disregarded.

         1.12 New Business. At an annual meeting of shareholders,  only such new
business  shall be  conducted,  and only such  proposals  shall be acted upon as
shall have been brought  before the annual  meeting (a) by, or at the  direction
of, the Board of  Directors or (b) by any  shareholder  of the  corporation  who
complies  with the  notice  procedures  set forth in this  Section  1.12.  For a
proposal to be properly  brought before an annual meeting by a shareholder,  the
shareholder must have given timely notice thereof in writing to the secretary of
the corporation.  To be timely, a shareholder's  notice must be delivered to, or
mailed and received at, the principal  executive  offices of the corporation not
less than sixty (60) days nor more than ninety (90) days prior to the  scheduled
annual meeting,  regardless of any  postponements,  deferrals or adjournments of
that meeting to a later date; provided, however, that, if less than seventy (70)
days'  notice or prior public  disclosure  of the date of the  scheduled  annual
meeting  is given or made,  notice by the  shareholder  to be timely  must be so
delivered  or received  not later than the close of business on the tenth (1Oth)
day  following  the  earlier of the date on which such notice of the date of the
scheduled  annual meeting was mailed or the day on which such public  disclosure
was made. A  shareholder's  notice to the  secretary  shall set forth as to each

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matter the  shareholder  proposes to bring before the annual meeting (a) a brief
description of the proposal  desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the shareholder proposing
such  business  and any  other  shareholders  known  by such  shareholder  to be
supporting  such  proposal,  (c) the class and  number of shares of stock of the
corporation which are beneficially  owned by the shareholder on the date of such
shareholder notice and by any other shareholders known by such shareholder to be
supporting  such proposal on the date of such  shareholder  notice,  and (d) any
financial interest of the shareholder in such proposal.

         The Board of Directors may reject any  shareholder  proposal not timely
made in  accordance  with  the  terms  of this  Section  1.12.  If the  Board of
Directors,  or a designated  committee thereof,  determines that the information
provided  in  a  shareholder's   notice  does  not  satisfy  the   informational
requirements of this Section 1.12 in any material respect,  the secretary of the
corporation  shall  promptly  notify such  shareholder  of the deficiency in the
notice.  The  shareholder  shall have an  opportunity  to cure the deficiency by
providing  additional  information to the secretary  within such period of time,
not to exceed five (5) days from the date such deficiency notice is given to the
shareholder,  as the  Board of  Directors  or such  committee  shall  reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee determines that the additional  information provided
by the shareholder,  together with  information  previously  provided,  does not
satisfy the requirements of this Section 1.12 in any material respect,  then the
Board of Directors may reject such shareholder's  proposal. The secretary of the
corporation  shall notify a shareholder in writing whether his proposal has been
made in accordance with the time and informational  requirements of this Section
1.12.  Notwithstanding the procedure set forth in this paragraph, if neither the
Board of Directors nor such committee makes a  determination  as to the validity
of any shareholder  proposal,  the presiding officer of the annual meeting shall
determine and declare at the annual meeting whether the shareholder proposal was
made in accordance with the terms of this Section 1.12. If the presiding officer
determines that a shareholder  proposal was made in accordance with the terms of
this Section 1.12,  he shall so declare at the annual  meeting and ballots shall
be provided  for use at the meeting with  respect to any such  proposal.  If the
presiding  officer  determines  that a  shareholder  proposal  was  not  made in
accordance  with the terms of this  Section  1.12,  he shall so  declare  at the
annual  meeting  and any such  proposal  shall not be acted  upon at the  annual
meeting.

         This  provision  shall not prevent the  consideration  and  approval or
disapproval  at the  annual  meeting  of  reports  of  officers,  directors  and
committees of the Board of Directors,  but, in connection with such reports,  no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

                                    SECTION 2
                               BOARD OF DIRECTORS

         2.1 Number and  Qualification.  All corporate powers shall be exercised
by or under the  authority  of, and the business and affairs of the  corporation
shall be managed under the direction of, a Board of Directors,  except as may be
otherwise  provided  in these  Bylaws,  the  Articles  of  Incorporation  or the
Washington Business Corporation Act, as amended. The Board of Directors shall be

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composed of not less than three nor more than  twelve  directors,  the  specific
number  to be set by  resolution  of the  Board  of  Directors.  The  number  of
directors may be changed from time to time by amendment to these Bylaws,  but no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. Directors need not be shareholders of the corporation
or  residents  of  the  State  of  Washington   and  need  not  meet  any  other
qualifications.

         2.2  Election--Term  of Office.  The directors  shall be elected by the
shareholders at each annual shareholders' meeting, to hold office until the next
annual shareholders'  meeting and until their respective  successors are elected
and qualified  unless removed in accordance with the laws of Washington.  In the
event of failure to elect directors at any annual  shareholders'  meeting, or in
the event of failure to hold any annual  shareholders'  meeting as  provided  by
these Bylaws,  directors may be elected at a special meeting of the shareholders
called for that purpose.

         2.3 Vacancies.  Except as otherwise  provided by law,  vacancies in the
Board  of  Directors,   whether  caused  by  resignation,   death,   retirement,
disqualification,  removal or otherwise,  may be filled for the remainder of the
term by the  affirmative  vote of a majority of the remaining  directors  though
less than a quorum of the Board of Directors,  except that directors  elected to
fill vacancies  occurring  through an increase in the number of directors  shall
serve until the next election of directors by the shareholders.

         2.4  Resignation.  Any  director  may resign at any time by  delivering
written notice to the Board of Directors,  its Chairman,  the President,  or the
Secretary of the corporation.  A resignation  shall be effective when the notice
is delivered unless the notice specifies a later effective date.

         2.5  Removal  of  Directors.  At a meeting of the  shareholders  called
expressly  for that  purpose,  the  entire  Board of  Directors,  or any  member
thereof,  may be removed,  with or without cause,  by a vote of the holders of a
majority of shares then entitled to vote at an election of such directors.

         2.6 Quorum and Voting.  At any meeting of the Board of  Directors,  the
presence in person of a majority of the  authorized  number of  directors  shall
constitute a quorum for the transaction of business, and if a quorum is present,
the act of a majority of the directors  present at such meeting shall be the act
of the Board of  Directors  and of this  corporation  except as may be otherwise
specifically  provided by statute  (including  without limitation RCW 23B.08.730
relating to  transactions  in which a director  or an officer has a  conflicting
interest), by the Articles of Incorporation, or by these Bylaws. Abstention from
voting on a motion by a director present at a meeting at which there is a quorum
shall be counted as a vote against the motion.

         A director of the  corporation who is present at a meeting of the Board
of Directors at which action on any corporate  matter is taken shall be presumed
to have assented to the action taken unless:

         (a) The director objects at the beginning of the meeting, or promptly 
upon the  director's  arrival,  to holding  it or  transacting  business  at the
meeting;

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         (b) The director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or

         (c) The director  delivers written notice of the director's  dissent or
abstention to the presiding  officer of the meeting before its adjournment or to
the corporation within a reasonable time after adjournment of the meeting.

The right of dissent or  abstention  is not available to a director who votes in
favor of the action taken.

         2.7 Annual  Meeting.  The first  meeting of each newly elected Board of
Directors  shall be known  as the  annual  meeting  thereof,  and  shall be held
immediately after the annual shareholders'  meeting or any special shareholders'
meeting at which a Board of Directors is elected.  Said meeting shall be held at
the same place as such  shareholders'  meeting  unless some other place shall be
specified by resolution of the shareholders or the Board of Directors.

         2.8 Regular Meetings. Regular meetings of the Board of Directors shall
be held at such  place,  day and  hour as  shall  from  time to time be fixed by
resolution of the Board.

         2.9 Special Meetings. Special meetings of the Board of Directors may be
held at any place at any time whenever called by the Chairman of the Board,  the
President, Vice President, Secretary or Treasurer, or any two or more directors.

         2.10 Notice of Meetings.  No notice of the annual  meeting of the Board
of Directors shall be required.  Notice of the time and place of all meetings of
the Board of  Directors  other  than the  annual  meeting  shall be given by the
Secretary,  or by the person  calling the  meeting,  at least  seventy-two  (72)
hours,  prior to the time of the meeting.  Notice may be  transmitted  by: Mail,
private carrier, or personal delivery, telegraph or teletype, or telephone, wire
or wireless  equipment  which  transmits a facsimile of the notice or otherwise.
However,  no notice of any regular  meeting need by given, if the time and place
thereof shall have been fixed by resolution of the Board of Directors and a copy
of such  resolution  mailed to every director at least three (3) days before the
first  meeting  held  pursuant  thereto.  Notice of any  meeting of the Board of
Directors may be waived in writing by any director at any time, either before or
after such meeting,  and attendance at such meeting in person shall constitute a
waiver of notice of the time,  day,  place and  purpose of such  meeting  except
where a director attends for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully convened.

         2.11 Directors'  Action Without a Meeting.  The Board of Directors or a
committee  thereof may take any action which it could properly take at a meeting
without  such a meeting if a  unanimous  consent in  writing  setting  forth the
action so taken shall be signed by all the  directors,  or all of the members of
the committee, as the case may be.
Such consent shall have the same effect as a unanimous vote.

         2.12  Committees of the Board.  The Board of Directors,  by resolutions
adopted by a majority of the entire Board of Directors, may designate from among
its members an Executive  Committee and one or more other committees.  Each such

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committee  may  exercise  the  authority of the Board of Directors to the extent
provided in such resolution and any subsequent  resolutions  pertaining  thereto
and adopted in like manner,  provided that the authority of each such  committee
shall be  subject  to the  limitations  set  forth in RCW  23B.03.250  as now or
hereafter  amended.   Such  committees  shall  keep  regular  minutes  of  their
proceedings and report to the Board of Directors when requested to do so.

         2.13  Telephone  Meetings.  Members  of the Board of  Directors  or any
committee  appointed by the Board of Directors may  participate  in a meeting of
such  Board  or  committee  by  means  of  a  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other  participant and  participation  by such means shall
constitute presence in person at a meeting.

         2.14 Compensation.  Directors as such shall receive no compensation for
their  services  except such fees for  attending  meetings or a stated salary or
such other  consideration as may be authorized by a majority of the entire Board
of  Directors  from time to time;  provided,  that this  does not  preclude  any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation  therefor,  nor  does it  preclude  the  Board  of  Directors  from
authorizing  the  reimbursement  of expenses  incurred by directors in attending
meetings of the Board of Directors or of any  committee  created by the Board of
Directors.

                                    SECTION 3
                                    OFFICERS

         3.1  Officers  Enumerated--Election.  The  officers of the  corporation
shall  be a  President,  one or more  Vice  Presidents,  one or more  Scientific
Directors,  a Secretary  and a Treasurer  (together  with one or more  Assistant
Secretaries  and  Assistant  Treasurers  if such  are  desired  by the  Board of
Directors),  all of whom  shall be elected  by the Board of  Directors,  to hold
office at the pleasure of the Board of Directors.

         3.2 Qualifications. None of the officers of the corporation need be a
director. Any two or more corporate offices may be held by the same person.

         3.3 The Chairman of the Board.  The Board of Directors may elect one of
its members to the  position of  Chairman  of the Board to act as  moderator  of
meetings of the Board of Directors and shareholders. The position of Chairman of
the Board shall not be deemed to be an executive  office of the  Corporation for
any purpose.

         3.4 The President and Chief Executive Officer.  The President and Chief
Executive  Officer shall exercise the usual executive  powers  pertaining to the
office of  President  and shall be  responsible  for  carrying out the plans and
directives of the Board of Directors. In the absence of a Chairman of the Board,
the  President  shall  preside at meetings of the Board of Directors  and of the
shareholders  and perform such other  duties as the Board of Directors  may from
time to time designate.

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         3.5 The Vice  President.  The Vice President  shall act as President in
the absence or  disability  of the President and shall perform such other duties
as the directors may from time to time designate.

         3.6 The Secretary. The Secretary,  personally or with the assistance of
others,  shall  prepare and keep  minutes of the  directors'  and  shareholders'
meetings;  authenticate all records of the corporation;  attest all certificates
of stock in the name of the  corporation;  keep the corporate  seal, if any, and
affix  the same to  certificates  of stock and other  proper  documents;  keep a
record of the issuance of  certificates  of stock and the transfers of the same;
and perform such other  duties as the Board of  Directors  may from time to time
designate.

         3.7 The Treasurer.  The Treasurer shall have the care and custody,  and
be responsible for, all funds and securities of the corporation, and shall cause
to be kept  regular  books  of the  account.  The  Treasurer  shall  cause to be
deposited all funds and other valuable effects in the name of the corporation in
such  depositories  as may be designated by the Board of Directors.  In general,
the  Treasurer  shall  perform  all of the  duties  incident  to the  office  of
Treasurer,  and such other  duties as from time to time may be  assigned  by the
Board of Directors.

         3.8 Vacancies. Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting.

         3.9 Removal. Any officer or agent may be removed by action of the Board
of  Directors,  but such  removal  shall be without  prejudice  to the  contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create any contract rights.

         3.10 Other Officers and Agents. The Board of Directors may appoint such
other  officers and agents as it shall deem  necessary or  expedient,  who shall
hold their  office for such terms,  and shall  exercise  such powers and perform
such duties, as shall be determined from time to time by the Board of Directors.

         3.11 Compensation. The compensation of all officers of the corporation
shall be fixed by the Board of Directors.

                                    SECTION 4
                        SHARES AND CERTIFICATES OF SHARES

         4.1 Share Certificates. Share certificates shall be issued in numerical
order,  and each  shareholder  shall be entitled to a certificate  signed by the
President  or a Vice  President,  attested  by the  Secretary,  or an  Assistant
Secretary,  and  sealed  with the  corporate  seal,  if any.  Facsimiles  of the
signatures  and seal may be used, as permitted by law.  Every share  certificate
shall state:

         (a) The name of the corporation and that the corporation is organized
under the laws of the State of Washington;

         (b) The name of the person to whom issued; ~

                                       9
<PAGE>


         (c) The number, class and series (if any) of shares which this certifi-
cate represents;

         (d) If the  corporation  is authorized to issue shares of more than one
class,  that upon request and without charge,  the corporation  will furnish any
shareholder with a full statement of the designations,  preferences, limitations
and relative rights of the shares of each class.

         4.2 Consideration for Shares.  Shares of this corporation may be issued
for such  consideration  as shall be authorized  by the Board of Directors.  The
consideration  for the  issuance  of  shares  may be paid in whole or in part in
cash,  promissory  notes,  services  performed,  contracts  for  services  to be
performed,  or other tangible or intangible property. The reasonable charges and
expenses of organization or  reorganization  and the reasonable  expenses of and
compensation  for the sale or  underwriting of its shares may be paid or allowed
by the  corporation out of the  consideration  received by it in payment for its
shares without rendering the shares not fully paid or assessable.

         4.3   Transfers.   Shares  may  be   transferred  by  delivery  of  the
certificate,  accompanied  either by an assignment in writing on the back of the
certificate,  or by a written power of attorney to sell, assign and transfer the
same,  signed by the  record  holder  of the  certificate.  Except as  otherwise
specifically  provided in these Bylaws,  no shares of stock shall be transferred
on the books of the corporation until the outstanding  certificate  therefor has
been surrendered to the corporation.

         4.4 Loss or  Destruction of  Certificates.  In the event of the loss or
destruction of any certificate,  a new certificate may be issued in lieu thereof
upon  satisfactory  proof of such loss or  destruction,  and upon the  giving of
security against loss to the corporation by bond, indemnity or otherwise, to the
extent deemed necessary by the Board of Directors or the Secretary or Treasurer.

         4.5 Fixing  Record Date.  For the purpose of  determining  shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment  thereof, or entitled to receive payment of any dividend,  the Board
of  Directors  may  fix in  advance  a date as the  record  date  for  any  such
determination of shareholders, such date in any case to be not more than seventy
(70) days and, in case of a meeting of shareholders,  not less than ten (10) (or
in case of an amendment to the  articles of  incorporation,  a plan of merger or
share exchange, a proposed sale, lease, exchange, or other disposition of all or
substantially  all of the assets of the  corporation  other than in the usual or
regular course of business, or the dissolution of the corporation,  twenty (20))
days  prior  to  the  date  on  which  the  particular  action,  requiring  such
determination  of  shareholders,  is to be taken. If no record date is fixed for
the determination of shareholders  entitled to notice of or to vote at a meeting
of shareholders,  or shareholders entitled to receive payment of a dividend, the
close of business  on the day before the date on which  notice of the meeting is
mailed or the date on which the  resolution of the Board of Directors  declaring
such dividend is adopted,  as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of  shareholders  has been made as provided in this section,
such determination shall apply to any adjournment thereof.

                                       10
<PAGE>


                                    SECTION 5
                           BOOKS. RECORDS AND REPORTS

         5.1 Records of Corporate Meetings and Share Registers.  The corporation
shall keep  complete  records of all  proceedings  of the Board of Directors and
shareholders  and shall  keep at its  registered  office or  principal  place of
business or at the office of its transfer  agent or  registrar,  a record of its
shareholders, giving the names and addresses of all shareholders, the number and
class of shares held by each and the dates they acquired same.

         5.2 Corporate Books and Records.  The corporation  shall keep a copy of
the following records at its principal office: (a) the Articles of Incorporation
or Restated  Articles of  Incorporation  and all amendments to them currently in
effect;  (b) the Bylaws or Restated Bylaws, and all amendments to them currently
in effect;  (c) the minutes of all  shareholders'  meetings,  and records of all
actions taken by shareholders  without a meeting,  for the past three (3) years;
(d) its financial  statements  for the past three years (3),  including  balance
sheets showing in reasonable  detail the financial  condition of the corporation
as of the close of each fiscal year, and an income statement showing the results
of its operations  during each fiscal year prepared on a stated basis  explained
therein;  (e) all written  communications  to shareholders  generally within the
past  three (3) years;  (f) a list of the names and  business  addresses  of its
current  directors and officers;  (g) its most recent annual report delivered to
the  Secretary  of State,  and (h) such other  records as may be required  under
Washington law.

         5.3 Copies 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, Vice
President, Secretary or Assistant Secretary.

         5.4 Books of Account. The corporation shall keep appropriate and 
complete books of account.

         5.5 Inspection of Records by Shareholders.

         (a) Any  shareholder of the  corporation  may inspect and copy,  during
regular  business  hours at the  corporation's  principal  office,  any of the
following  records  of  the  corporation  provided  the  shareholder  gives  the
corporation  written  notice  of the  shareholder's  demand  at  least  five (5)
business  days  before the date on which the  shareholder  wishes to inspect and
copy such records:  (i) the Articles or Restated Articles of Incorporation,  and
all amendments to them currently in effect;  (ii) the Bylaws or Restated Bylaws,
and all  amendments  to them  currently  in  effect  (iii)  the  minutes  of all
shareholder meetings,  and records of all action taken by shareholders without a
meeting  for the past three (3) years;  (iv) the  financial  statements  for the
corporation as required to be kept by the corporation  under  Washington law for
the past  three  (3)  years;  (v) all  written  communications  to  shareholders
generally within the past three (3) years; (vi) a list of the names and business
addresses of its current  directors  and officers;  and (vii) the  corporation's
most recent annual report as delivered to the Secretary of State.

         (b) A  shareholder  of a  corporation  is entitled to inspect and copy,
during  regular  business  hours  at a  reasonable  location  specified  by  the

                                       11
<PAGE>

corporation,  any of the  following  records  of the  corporation  provided  the
shareholder gives the corporation written notice of the shareholder's  demand at
least five (5) business days before the date on which the shareholder  wishes to
inspect and copy such records and the shareholder's demand is made in good faith
and  for  a  proper   purpose,   the   shareholder   describes  with  reasonable
particularity the shareholder's  purpose and the records the shareholder desires
to inspect,  and the  records  are  directly  connected  with the  shareholder's
purpose:  (i) Excerpts  from  minutes of any meeting of the Board of  Directors,
records of any action of a committee of the Board of Directors while  exercising
the  authority  of the Board of  Directors,  minutes  of the  shareholders,  and
records of action taken by the shareholders or the Board of Directors  without a
meeting;  (ii) Accounting  records of the  corporation;  and (iii) The record of
shareholders.

                                    SECTION 6
                     Registered Office and Registered Agent

         The registered  office of the corporation shall be located in the state
of  Washington  at such  place as may be fixed from time to time by the Board of
Directors  upon  filing  of such  notices  as may be  required  by law,  and the
registered  agent shall have a business  office  identical with such  registered
office.  Any  change  in the  registered  agent or  registered  office  shall be
effective  upon filing such change with the office of the  Secretary of State of
the state of Washington.

                                    SECTION 7
                                   FISCAL YEAR

         The fiscal year of the  corporation  shall be as set forth in Exhibit A
which is attached hereto and incorporated herein by this reference.

                                    SECTION 8
                                 CORPORATE SEAL

         The  corporate  seal of the  corporation  shall be in the form shown on
Exhibit A.

                                    SECTION 9
                         LOANS TO DIRECTORS AND OFFICERS

         No loans shall be made by the  corporation to its officers or directors
unless first approved in the manner  required by RCW 23B.08.700  through .08.730
or other applicable law.

                                   SECTION 10
                       MISCELLANEOUS PROCEDURAL PROVISIONS

         The Board of  Directors  may adopt  rules of  procedure  to govern  any
meetings of shareholders or directors to the extent not  inconsistent  with law,
the  Corporation's  Articles of  Incorporation,  or these Bylaws, as they are in
effect from time to time.  In the absence of any rules of  procedure  adopted by
the Board of Directors,  the Chairman  shall make all decisions  regarding  such
procedure for any meeting.
                                       12
<PAGE>


                                   SECTION 11
                               AMENDMENT OF BYLAWS

         The Board of  Directors  is  expressly  authorized  to make,  alter and
repeal the Bylaws of the  corporation,  subject to the power of the shareholders
of the corporation to change or repeal such Bylaws.

                                   SECTION 12
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         12.1 Grant of Indemnification. Subject to Section 12.2, each person who
was or is made a party or is  threatened  to be made a party  to or is  involved
(including,  without  limitation,  as a witness) in any threatened,  pending, or
completed action, suit or proceedings,  whether civil, criminal,  administrative
or investigative,  whether formal or informal  (hereinafter a "proceeding"),  by
reason  of the  fact  that he or she is or was a  director  or  officer  of this
corporation or who, while a director or officer of this  corporation,  is or was
serving at the request of this corporation as a director,  officer,  employee or
agent of this or another corporation or of a partnership,  joint venture, trust,
other enterprise, or employee benefit plan, whether the basis of such proceeding
is alleged  action in an  official  capacity  as a director or officer or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  this  corporation  to the  fullest  extent
permitted by applicable law, as then in effect,  against all expense,  liability
and loss (including attorneys' fees, costs, judgments, fines, ERISA excise taxes
or  penalties  and  amounts to be paid in  settlement)  reasonably  incurred  or
suffered by such person in connection therewith,  and such indemnification shall
continue  as to a person who has ceased to be a  director  or officer  and shall
inure  to  the  benefit  of  his or her  heirs,  executors  and  administrators.
Indemnification  under this Section 12 shall be  conditioned on approval of such
indemnification  by the shareholders or the Board of Directors,  or a finding by
independent  legal  counsel that such  indemnification  is  consistent  with the
Washington  Business  Corporation  Act and this  Section 12,  including  but not
limited to Section 12.2.

         12.2 Limitations on Indemnification.  Notwithstanding  Section 12.1, no
indemnification  shall be  provided  hereunder  to any such person to the extent
that  such  indemnification  would  be  prohibited  by the  Washington  Business
Corporation  Act or other  applicable  law as then in  effect,  nor,  except  as
provided in Section 12.4 with respect to  proceedings  seeking to enforce rights
to  indemnification,  shall this  corporation  indemnify any such person seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person except where such proceeding (or part thereof) was authorized by the
Board of Directors of this corporation.

         12.3 Advancement of Expenses. The right to indemnification conferred in
this  Section  12 shall  include  the right to be paid by this  corporation  the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition, except where the Board of Directors shall have adopted a resolution
expressly  disapproving such advance of expenses;  provided,  however,  that the
payment of such  expenses in advance of the final  disposition  of a  proceeding
shall be made only upon delivery to this corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified under this Section or otherwise.
                                       13
<PAGE>


         12.4 Right to Enforce Indemnification. If a claim under Section 12.1 is
not paid in full by this  corporation  within  sixty  (60) days  after a written
claim has been received by this corporation, or if a claim for expenses incurred
in defending a proceeding in advance of its final  disposition  authorized under
Section 12.3 is not paid within  twenty (20) days after a written claim has been
received by this corporation, the claimant may at any time thereafter bring suit
against this  corporation  to recover the unpaid amount of the claim and, to the
extent successful in whole or in part, the claimant shall be entitled to be paid
also the expense of  prosecuting  such claim.  It shall be a defense to any such
action (other than an action with respect to expenses  authorized  under Section
12.3) that the  claimant  has not met the  standards  of  conduct  which make it
permissible  hereunder or under the Washington Business Corporation Act for this
corporation  to  indemnify  the  claimant  for the amount  claimed.  Neither the
failure of this corporation (including its Board of Directors, independent legal
counsel,  or its  shareholders)  to  have  made  a  determination  prior  to the
commencement  of  such  action  that  indemnification  of  or  reimbursement  or
advancement of expenses to the claimant is proper in the  circumstances  because
he or she has met the applicable  standard of conduct set forth herein or in the
Washington Business  Corporation Act nor (except as provided in section 12.3) an
actual  determination  by this  corporation  (including  its Board of Directors,
independent  legal  counsel,  or its  shareholders)  that  the  claimant  is not
entitled to  indemnification  or to the reimbursement or advancement of expenses
shall be a defense to the action or create a  presumption  that the  claimant is
not so entitled.

         12.5  Nonexclusivity.  The right to indemnification  and the payment of
expenses  incurred in defending a proceeding in advance of its final disposition
conferred in this Section 12 shall not be exclusive of any other right which any
person  may have or  hereafter  acquire  under  any  statute,  provision  of the
Articles of  Incorporation  or the Bylaws,  agreement,  vote of  shareholders or
disinterested directors or otherwise.

         12.6  Indemnification of Employees and Agents. This corporation may, by
action of its Board of Directors from time to time, provide  indemnification and
pay expenses in advance of the final  disposition  of a proceeding  to employees
and  agents of this  corporation  on the same  terms and with the same scope and
effect as the provisions of this Section with respect to the indemnification and
advancement  of expenses  of  directors  and  officers  of this  corporation  or
pursuant to rights granted pursuant to, or provided by, the Washington  Business
Corporation Act or on such other terms as the Board may deem proper.

         12.7  Insurance  and Other  Security.  This  corporation  may  maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of this corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
this  corporation  would have the power to  indemnify  such person  against such
expense,  liability or loss under the Washington Business  Corporation Act. This
corporation  may enter  into  contracts  with any  director  or  officer of this
corporation  in  furtherance  of the provisions of this Section and may create a
trust fund,  grant a security  interest or use other  means  (including  without
limitation,  a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Section.

                                       14
<PAGE>


         12.8  Amendment  or  Modification.  This  Section  12 may be altered or
amended as provided in Section 11 at any time, but no such amendment  shall have
the effect of  diminishing  the rights of any person who is or was an officer or
director as to any acts or  omissions  taken or omitted to be taken prior to the
effective date of such amendment.

         12.9 Effect of Section.  The rights  conferred by this Section 12 shall
be deemed to be contract rights between this  corporation and each person who is
or was a director or  officer.  This  corporation  expressly  intends  each such
person  to  rely  on  the  rights  conferred  hereby  in  performing  his or her
respective duties on behalf of this corporation.

                                   SECTION 13
                 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The  President,  or any  Vice  President,  and  the  Secretary,  or any
Assistant  Secretary,  of the corporation are authorized to vote,  represent and
exercise on behalf of the  corporation all rights incident to any and all shares
of other  corporations  standing in the name of the corporation.  Said authority
may be  exercised  by such  officers  either  in  person or by proxy or power of
attorney duly executed by any of said officers.

                                    EXHIBIT A

1.1      Date and time of annual meeting: third
         Tuesday in May
7        Fiscal year: December 31
8        Corporate Seal



Date Bylaws Adopted:       May 23, 1984
Bylaws Amended:   September 24, 1984
Bylaws Amended:   December 3, 1986
Bylaws Amended:   February 27, 1987
Bylaws Amended:   April 1, 1987
Bylaws Amended:   September 25, 1987
Bylaws Amended:   February 11, 1988
Bylaws Amended:   March 3, 1988
Bylaws Amended:   April 22, 1988
Bylaws Amended:   February 27, 1989
Bylaws Amended:   August 2, 1990
Bylaws Amended:   November 15, 1990
Bylaws Amended:   December 16, 1991
Bylaws Amended:   September 10, 1992
Bylaws Amended:   July 7, 1993
Bylaws Amended:   August 4, 1993
Bylaws Amended:   November 5, 1993
Bylaws Amended:   August 15, 1994

                                       15