EXHIBIT 3.2

                          XOMED SURGICAL PRODUCTS, INC.

                       INCORPORATED UNDER THE LAWS OF THE
                                STATE OF DELAWARE

                                RESTATED BY-LAWS

                                    ARTICLE I

                                    OFFICES.

                  Xomed Surgical Products, Inc. (the "Corporation") shall
maintain a registered office in the State of Delaware. The Corporation may also
have other offices at such other places, either within or without the State of
Delaware, as the Board of Directors may from time to time designate or the
business of the Corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS.

                  Section 1. ANNUAL MEETING. The annual meeting of Stockholders
for the election of Directors and the transaction of any other business as may
properly come before such meeting shall be held on a date fixed from time to
time by the Board of Directors within the thirty-one day period ending five
months after the end of the Corporation's fiscal year in such City and State and
at such time within such period and such place as may be designated by the Board
of Directors, and set forth in the notice of such meeting. At the annual meeting
any business may be transacted and any corporate action may be taken, whether
stated in the notice of meeting or not, except as otherwise expressly provided
by statute or the Corporation's Restated Certificate of Incorporation.

                  Section 2. SPECIAL MEETINGS. Special meetings of the
Stockholders for any purpose may be called at any time by the Board of
Directors, the Chairman of the Board, or if no Chairman has been elected, by the
President and Chief Executive Officer, and shall be called by the Chairman of
the Board or, if none, by the President and Chief Executive Officer at the
request of the holders of thirty percent (30%) of the outstanding shares of
capital stock entitled to vote. Special meetings shall be held at such place or
places within or without the State of Delaware

<PAGE>
as shall from time to time be designated by the Board of Directors and stated in
the notice of such meeting. At a special meeting no business shall be transacted
and no corporate action shall be taken other than that stated in the notice of
the meeting.

                  Section 3. NOTICE OF MEETINGS. Written notice of the date,
time and place of any Stockholders' meeting, whether annual or special, shall be
given to each Stockholder entitled to vote thereat, by mailing the same to him
at his address as the same appears upon the records of the Corporation not less
than ten (10) nor more than sixty (60) days prior to the date of such meeting.
Notice of any adjourned meeting need not be given other than by announcement at
the meeting so adjourned, unless otherwise ordered in connection with such
adjournment. Such further notice, if any, shall be given as may be required by
law.

                  Section 4. WAIVER OF NOTICE. Notice of meeting need not be
given to any Stockholder who submits a signed waiver of notice, in person or by
proxy, whether before or after the meeting. The attendance of any Stockholder at
a meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.

                  Section 5. QUORUM. Any number of Stockholders, together
holding at least a majority of the capital stock of the Corporation issued and
outstanding and entitled to vote, who shall be present in person or by proxy at
any meeting duly called, shall constitute a quorum for all purposes except as
may otherwise be provided by law.

                  Section 6. ADJOURNMENT OF MEETINGS. If less than a quorum
shall attend at the time for which a meeting shall have been called, the meeting
may be adjourned from time to time by a majority vote of the Stockholders
present or by proxy and entitled to vote thereat, without notice other than by
announcement at the meeting until a quorum shall attend. Any meeting at which a
quorum is present may also be adjourned in like manner and for such time or upon
such call as may be determined by a majority vote of the Stockholders present in
person or by proxy and entitled to vote thereat. At any adjourned meeting at
which a quorum shall be present, any business may be transacted and any
corporate action may be taken which might have been transacted at the meeting as
originally called.

                  Section 7. VOTING. Each Stockholder entitled to vote at any
meeting may vote either in person or by proxy, duly appointed by instrument in
writing subscribed by such Stockholder and bearing a date not more than eleven
(11) months prior to said meeting, unless said proxy provides for a longer
period. The holders of Common Stock shall be entitled to one (1) vote in respect
of each share held, and the holders of shares of Series A

                                      -2-
<PAGE>
Convertible Preferred Stock shall be entitled to the number of votes equal to
the number of shares of Common Stock into which such shares of Series A
Convertible Preferred Stock are convertible, on all matters submitted to a vote
of shareholders. Except as otherwise provided by law, in the Restated
Certificate of Incorporation or in these By-laws, the holders of shares of
Common Stock and the holders of shares of Series A Preferred Stock shall vote
together as a single class. At all meetings of Stockholders, all matters, except
as otherwise provided by law, the Restated Certificate of Incorporation or these
By-laws, shall be determined by a majority vote of the Stockholders present in
person or by proxy and entitled to vote thereat. Except as otherwise provided by
law, the Restated Certificate of Incorporation or these By-laws, the holders of
Non-Voting Common Stock, Series B Convertible Preferred Stock and Series C
Redeemable Preferred Stock shall not be entitled to notice of, or to vote at,
any meeting of the stockholders of the Corporation nor to vote upon any matter
relating to the business or affairs of the Corporation.

                  Section 8. ACTION BY STOCKHOLDERS WITHOUT A MEETING. Whenever
under the General Corporation Law of Delaware Stockholders are required or
permitted to take any action by vote, such action may be taken without a meeting
upon written consent, setting forth the action so taken, signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted and shall be delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded.

                                   ARTICLE III

                                   DIRECTORS.

                  Section 1. NUMBER AND QUALIFICATIONS. The Board of Directors
shall consist initially of seven (7) Directors, and thereafter shall consist of
such number as may be fixed from time to time by resolution of the Board of
Directors. The Directors need not be Stockholders.

                  Section 2. RESPONSIBILITIES. The general management of the
affairs of the Corporation shall be vested in the Board of Directors, which may
delegate to Officers, employees and to committees of three (3) or more Directors
such powers and duties as it may from time to time see fit, subject to the
limitations hereinafter set forth, and except as may otherwise be provided by
law.
                                      -3-
<PAGE>
                  Section 3. ELECTION AND TERM OF OFFICE. The Directors shall be
elected by the Stockholders at the annual meeting of Stockholders. If the
election of Directors shall not be held on the day designated by the By-laws,
the Directors shall cause the same to be held as soon thereafter as may be
convenient. The Directors chosen at any annual meeting shall hold office except
as hereinafter provided, until the next annual election and until the election
and qualification of their successors.

                  Section 4. REMOVAL AND RESIGNATION OF DIRECTORS. Any Director
may be removed from the Board of Directors, with or without cause, by the
holders of a majority of the shares of outstanding stock entitled to vote at any
special meeting of the Stockholders called for that purpose, and the office of
such Director shall forthwith become vacant. Any Director may resign at any
time. Such resignation shall take effect at the time specified therein, and if
no time be specified, at the time of its receipt by the Chairman of the Board or
if no Chairman has been elected, by the President and Chief Executive Officer,
or by the Secretary. The acceptance of a resignation shall not be necessary to
make it effective, unless so specified therein.

                  Section 5. FILLING OF VACANCIES. Any vacancy among the
Directors, occurring from any cause whatsoever, may be filled by a majority of
the remaining Directors, though less than a quorum, PROVIDED, HOWEVER, that the
Stockholders removing any Director may at the same meeting fill the vacancy
caused by such removal, and PROVIDED FURTHER, that if the Directors fail to fill
any such vacancy, the Stockholders may at any special meeting called for that
purpose fill such vacancy. In case of any increase in the number of Directors,
the additional Directors may be elected by the Directors in office prior to such
increase. Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until the election and qualification of his successor.

                  Section 6. REGULAR MEETINGS. The Board of Directors shall hold
an annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the Stockholders, provided a
quorum is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board of Directors.

                  Section 7. SPECIAL MEETINGS. Special meetings of the Board of 
Directors may be called at any time by the Chairman of the Board of Directors, 
if any, or by the President and Chief Executive Officer.

                  Section 8. NOTICE AND PLACE OF MEETINGS. Regular meetings of
the Board of Directors may be held without notice at such time and place as
shall be designated by resolution of the Board of Directors. Notice shall be
required, however, for special meetings. Notice of any special meeting shall be

                                      -4-
<PAGE>
sufficiently given if mailed to each Director at his residence or usual place of
business at least five (5) days before the day on which the meeting is to be
held, or if sent to him at such place by telegraph or cable, or delivered
personally or by telephone not later than 24 hours prior to the time at which
the meeting is to be held. No notice of the annual meeting shall be required if
held immediately after the annual meeting of the Stockholders and if a quorum is
present. Notice of a meeting need not be given to any Director who submits a
signed waiver of notice before or after the meeting, nor to any Director who
attends the meeting without protesting the lack of notice prior thereto or at
its commencement.

                  Section 9. BUSINESS TRANSACTED AT MEETINGS. Any business may
be transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
law.

                  Section 10. QUORUM. A majority of the entire Board of
Directors shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors, unless
otherwise provided by law, the Restated Certificate of Incorporation or these
By-laws. If a quorum is not present at a meeting of the Board of Directors, a
majority of the Directors present may adjourn the meeting to such time and place
as they may determine without notice other than announcement at the meeting
until enough Directors to constitute a quorum shall attend. When a quorum is
once present to organize a meeting, it is not broken by the subsequent
withdrawal of any Directors.

                  Section 11. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board or committee shall
be filed with the minutes of the proceedings of the Board or committee.

                  Section 12. PARTICIPATION BY TELEPHONE. Any one or more 
members of the Board or any committee thereof may participate in a meeting of
the Board or such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

                  Section 13. COMPENSATION. The Board of Directors may establish
by resolution reasonable compensation of all Directors 

                                      -5-
<PAGE>
for services to the Corporation as Directors, including a fixed fee, if any,
incurred in attending each meeting, Nothing herein contained shall preclude any
Director from serving the Corporation in any other capacity, as an Officer,
agent or otherwise, and receiving compensation therefor.

                                   ARTICLE IV

                                   COMMITTEES.

                  Section 1. APPOINTMENT OF COMMITTEES. Committees, whose
members are to be Directors, may be appointed by the Board of Directors, which
committees shall hold office for such time and have such powers and perform such
duties as may from time to time be assigned to them by the Board of Directors or
the committee appointing them. Any member of such a committee may be removed at
any time, with or without cause, by the Board of Directors or the committee
appointing such committee. Any vacancy in a committee occurring from any cause
whatsoever may be filled by the Board of Directors or the committee appointing
such committee.

                  Section 2. RESIGNATION. Any member of a committee may resign
at any time. Such resignation shall be made in writing and shall take effect at
the time specified therein, or, if no time be specified, at the time of its
receipt by the Chairman of the Board, if any, the President and Chief Executive
Officer or the Secretary. The acceptance of a resignation shall not be necessary
to make it effective unless so specified therein.

                  Section 3. QUORUM. A majority of the members of a committee
shall constitute a quorum. The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee. The members of a committee shall act only as a committee, and the
individual members thereof shall have no powers as such.

                  Section 4. RECORD OF PROCEEDINGS. Each committee shall keep a
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.

                  Section 5. ORGANIZATION, MEETINGS AND NOTICES. A committee may
hold its meetings at the principal office of the Corporation, or at any other
place upon which a majority of the committee may at any time agree. Each
committee may make such rules as it may deem expedient for the regulation and
carrying on of its meetings and proceedings.

                  Section 6.  COMPENSATION.  The members of any committee shall 
be entitled to such compensation as may be established by resolution of the
Board of Directors.
                                      -6-
<PAGE>
                                    ARTICLE V

                                    OFFICERS.

                  Section 1. NUMBER. The Officers of the Corporation shall be a
President and Chief Executive Officer, a Secretary and a Treasurer, and such
Vice Presidents and other Officers as may be appointed in accordance with the
provisions of Section 3 of this Article V. The Board of Directors, in its
discretion, may also elect a Chairman of the Board of Directors.

                  Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The
Officers, except as provided in Section 3 of this Article V, shall be chosen
annually by the Board of Directors. Each such Officer shall, except as herein
otherwise provided, hold office until the selection and qualification of his
successor. Any two or more offices may be held by the same person, except the
offices of President and Chief Executive Officer and Secretary.

                  Section 3. OTHER OFFICERS. Other Officers, including, without
limitation, one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers, may from time to time be appointed by the Board of Directors, which
other Officers shall have such powers and perform such duties as may be assigned
to them by the Board of Directors or the Officer or committee appointing them.
All such Officers shall be corporate officers of the Corporation with the power
to bind the Corporation by acts within the scope of their authority.

                  Section 4.  REMOVAL OF OFFICERS.  Any Officer of the 
Corporation may be removed from office, with or without cause, by a vote of a
majority of the Board of Directors.

                  Section 5. RESIGNATION. Any Officer of the Corporation may
resign at any time. Such resignation shall be in writing and shall take effect
at the time specified therein, and if no time be specified, at the time of its
receipt by the Chairman of the Board, if any, the President and Chief Executive
Officer or the Secretary. The acceptance of a resignation shall not be necessary
in order to make it effective, unless so specified therein.

                  Section 6.  FILLING OF VACANCIES.  A vacancy in any office 
shall be filled by the Board of Directors.

                  Section 7. COMPENSATION. The compensation of the Officers
shall be fixed by the Board of Directors, or by any committee upon whom such
power may be conferred by the Board of Directors.

                                      -7-
<PAGE>
                  Section 8. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, if one is elected, shall be a Director and shall preside
at all meetings of the Board of Directors and of the Stockholders at which he
shall be present. He shall have power to call special meetings of the
Stockholders or of the Board of Directors at any time and shall have such power
and perform such other duties as may from time to time be assigned to him by the
Board of Directors.

                  Section 9. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The
President and Chief Executive Officer shall have responsibility for the general
direction of the business affairs and property of the Corporation, and of its
several Officers, and shall have and exercise all such powers and discharge such
duties as usually pertain to the office of President and Chief Executive
Officer. He shall have responsibility for the day-to-day affairs of the
Corporation, subject to the control of the Board of Directors. He shall perform
such duties as may be assigned to him from time to time by the Board of
Directors and shall, in the absence of the Chairman of the Board, perform and
carry out the functions of the Chairman of the Board.

                  Section 10. SECRETARY. The Secretary shall attend all meetings
of the Board of Directors and of the Stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for any committee appointed by the Board. He shall give or
cause to be given notice of all meetings of Stockholders and special meetings of
the Board of Directors and shall perform such other duties as may be prescribed
by the Board of Directors. He shall keep in safe custody the seal of the
Corporation and affix it to any instrument when so authorized by the Board of
Directors.

                  Section 11. TREASURER. The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositaries as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the President and Chief Executive Officer and Directors at the regular meetings
of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation. He
may be required to give bond for the faithful discharge of his duties.

                                      -8-
<PAGE>
                                   ARTICLE VI

                                 CAPITAL STOCK.


                  Section 1. ISSUE OF CERTIFICATES OF STOCK. Certificates of
capital stock shall be in such form as shall be approved by the Board of
Directors. They shall be numbered in the order of their issue, and shall be
signed by the Chairman of the Board of Directors, the President and Chief
Executive Officer or any Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary, and the seal of the
Corporation or a facsimile thereof shall be impressed, affixed or reproduced
thereon. In case any Officer or Officers who shall have signed any such
certificate or certificates shall cease to be such Officer or Officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates have not ceased to be such Officer or Officers of
the Corporation.

                  Section 2. REGISTRATION AND TRANSFER OF SHARES. The name of
each person owning a share of the capital stock of the Corporation shall be
entered on the books of the Corporation together with the number of shares held
by him, the numbers of the certificates covering such shares and the dates of
issue of such certificates. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in person,
or by their duly authorized attorneys or legal representatives, on surrender and
cancellation of certificates for a like number of shares, accompanied by an
assignment of power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. A record shall be made of each
transfer. The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates for stock.

                  Section 3. LOST, DESTROYED AND MUTILATED CERTIFICATES. The
holder of any stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificates therefor. The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it and alleged to have been lost, stolen or destroyed. The
Board of Directors may, in its discretion, require the owner of the lost, stolen
or destroyed certificate, or his legal representatives, to give the Corporation
a bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the

                                      -9-
<PAGE>
issue of such new certificate and against all other liability in the premises,
or may remit such owner to such remedy or remedies as he may have under the laws
of the State of Delaware.
                                   ARTICLE VII

                             DIVIDENDS AND SURPLUS.

                  The Board of Directors shall have power to fix and vary the
amount to be set aside or reserved as working capital of the Corporation, or as
reserves, or for other proper purposes of the Corporation, and, subject to the
requirements of the Restated Certificate of Incorporation, to determine whether
any part of the surplus or net profits of the Corporation shall be declared in
dividends and paid to the Stockholders, and to fix the date or dates for the
payment of dividends.
                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS.

                  Section 1. FISCAL YEAR. The fiscal year of the Corporation
shall commence on the first day of January and end on the last day of December.

                  Section 2. CORPORATE SEAL. The corporate seal shall be in such
form as approved by the Board of Directors and may be altered at its pleasure.
The corporate seal may be used by causing it or a facsimile thereof to be
impressed, affixed or reproduced by the Secretary or Assistant Secretary of the
Corporation.

                  Section 3. NOTICES. Except as otherwise expressly provided,
any notice required by these By-laws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed wrapper with
first class postage prepaid thereon and addressed to the person entitled thereto
at his address, as the same appears upon the books of the Corporation, or by
telegraphing or cabling the same to such person at such address; and such notice
shall be deemed to be given at the time it is mailed, telegraphed or cabled.

                  Section 4. WAIVER OF NOTICE. Any Stockholder or Director may
at any time, by writing or by telegraph or by cable, waive any notice required
to be given under these By-laws, and if any Stockholder or Director shall be
present at any meeting his presence shall constitute a waiver of such notice.

                  Section 5. CONTRACTS, CHECKS, DRAFTS. The Board of Directors,
except as may otherwise be required by law, may authorize any Officer or
Officers, agent or agents, in the name

                                     -10-
<PAGE>
of and on behalf of the Corporation to enter into any contract or execute or
deliver any instrument. 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
Corporation, and in such manner, as shall be designated from time to time by
resolution of the Board of Directors.

                  Section 6. DEPOSITS. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such bank or
banks, trust companies or other depositaries as the Board of Directors may
select, and, for the purpose of such deposit, checks, drafts, warrants and other
orders for the payment of money which are payable to the order of the
Corporation, may be endorsed for deposit, assigned and delivered by any Officer
of the Corporation, or by such agents of the Corporation as the Board of
Directors, the Chairman of the Board, if any, or the President and Chief
Executive Officer may authorize for that purpose.

                  Section 7.  VOTING STOCK OF OTHER CORPORATIONS.

Except as otherwise ordered by the Board of Directors, the Chairman of the
Board, if any, or the President and Chief Executive Officer shall have full
power and authority on behalf of the Corporation to attend and to act and to
vote at any meeting of the stockholders of any corporation of which the
Corporation is a stockholder and to execute a proxy to any other person to
represent the Corporation at any such meeting, and at any such meeting the
Chairman of the Board, if any, or the President and Chief Executive Officer or
the holder of any such proxy, as the case may be, shall possess and may exercise
any and all rights and powers incident to ownership of such stock and which, as
owner thereof, the Corporation might have possessed and exercised if present.
The Board of Directors may from time to time confer like powers upon any other
person or persons.

                  Section 8. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The
Corporation shall indemnify any and all of its Directors or Officers, who shall
serve as an Officer or Director of this Corporation or of any other corporation
at the request of this Corporation, to the fullest extent permitted under and in
accordance with the laws of the State of Delaware.

                                   ARTICLE IX

                                   AMENDMENTS.

                  These By-laws may be amended or repealed, or new By-laws may
be adopted, at any annual or special meeting of the Stockholders, by vote of the
Stockholders entitled to vote in the election of Directors; PROVIDED, HOWEVER,
that the notice of such meetings shall have been given as provided in these
By-laws,
                                      -11-
<PAGE>
which notice shall mention that amendment or repeal of these By-laws, or the
adoption of new By-laws, is one of the purposes of such a meeting; and provided,
further, that By-laws adopted by the Stockholders shall not be rescinded,
altered, amended or repealed by the Board of Directors if such By-laws adopted
by the Stockholders so express. These By-laws may also be amended or repealed,
or new By-laws may be adopted, by the Board of Directors at any meeting thereof;
PROVIDED, HOWEVER, that notice of such meeting shall have been given as provided
in these By-laws, which notice shall mention that amendment or repeal of the
By-laws, or the adoption of new By-laws, is one of the purposes of such meeting;
and PROVIDED FURTHER, that By-laws adopted by the Board of Directors may be
amended or repealed by the Stockholders as hereinabove provided.

Dated:  February 5, 1997


                                      -12-