AMENDED AND RESTATED
                                     BY-LAWS

                                       OF

                           ENGINEERING ANIMATION, INC.
                            (A Delaware Corporation)


                                   ARTICLE I.

                                     Offices

         Section  1.  The  registered  office  of the  corporation  shall  be in
Wilmington, New Castle County, Delaware.

         Section  2. The  corporation  shall have its  principal  office at 2321
North Loop Drive,  Ames, Iowa, and it may also have offices at such other places
as the board of directors may from time to time determine.


                                   ARTICLE II.

                                  Stockholders

         Section 1. Annual Meeting.  The annual meeting of stockholders  for the
election of  directors  and for the  transaction  of such other  business as may
properly  come  before  the  meeting  shall be held on such date as the board of
directors shall fix each year. At an annual meeting of  stockholders,  only such
business  shall be  conducted  as shall have been  properly  brought  before the
meeting.  To be properly brought before an annual meeting,  business must be (a)
specified in the notice of meeting,  or any supplement  thereto,  given by or at
the direction of the board of directors,  (b) otherwise  properly brought before
the meeting by or at the direction of the board of  directors,  or (c) otherwise
properly  brought  before  the  meeting by a  stockholder.  For  business  to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the secretary of the  corporation
not less than one hundred and twenty  (120) days prior nor more than one hundred
and fifty (150) days prior to the anniversary  date of the  corporation's  proxy
statement released to stockholders in connection with the previous year's annual
meeting.  A stockholder's  notice to the secretary of the corporation  shall set
forth as to each  matter the  stockholder  proposes  to being  before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting,  (b) the name and address,  as they appear on the  corporation's
stockholder records, of the stockholder  proposing such business,  (c) the class
and  number of shares of the  corporation  which are  beneficially  owned by the
stockholder,  and (d) any material interest of the stockholder in such business.
Irrespective of anything in these by-laws to the contrary,  no business shall be
conducted at an annual  meeting  except in accordance  with the  procedures  set
forth in this Section 1. The presiding  officer of an annual meeting  shall,  if
the facts  warrant,  determine  and declare to the meeting that business was not
properly  brought  before the meeting in accordance  with the provisions of this
Section 1, and if it is so  determined,  shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

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         Section 2.   Special  Meetings.  Special  meetings  of the stockholders
may be  called  only by the chairman, the president or the board  of directors
pursuant to a resolution approved by a majority of the entire board of directors

         Section 3.  Stockholder  Action;  How Taken.  Any  action  required  or
permitted to be taken by the  stockholders of the corporation may be effected by
a written consent of the stockholders, provided that upon a Public Offering, any
such action must be effected at a duly called annual or special  meeting of such
holders and may not be effected  by any  consent in writing by such  holders.  A
"Public  Offering"  means a public  offering of common stock of the  corporation
pursuant to an effective  registration  statement  under the  Securities  Act of
1933, as amended.

         Section 4. Place of Meeting.  The board of directors  may designate any
place, either within or without Delaware, as the place of meeting for any annual
or special meeting. In the absence of any such designation, the place of meeting
shall be the  principal  office of the  corporation  designated  in Section 2 of
Article I of these by-laws.

         Section 5. Notice of Meetings.  Written or printed  notice  stating the
place,  day and hour of the  meeting  and,  in case of a  special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, or in the case
of a merger or  consolidation,  not less than  twenty  nor more than  fifty days
before  the date of the  meeting,  either  personally  or by mail,  by or at the
direction of the chairman or the president,  or the secretary, or the officer or
persons calling the meeting,  to each  stockholder of record entitled to vote at
such  meeting.  If mailed,  such  notice  shall be deemed to be  delivered  when
deposited  in the United  States  mails in a sealed  envelope  addressed  to the
stockholder at his address as it appears on the records of the corporation  with
postage thereon prepaid.

         Section 6. Record Date. For the purpose of determining (a) stockholders
entitled  to  notice  of or to  vote  at any  meeting  of  stockholders,  or (b)
stockholders  entitled to receive payment of any dividend,  or (c)  stockholders
for any other  purpose,  the board of directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any case to
be not more than  sixty  days and not less  than ten  days,  or in the case of a
merger or  consolidation  not less than twenty days,  prior to the date on which
the particular  action  requiring such  determination  of  stockholders is to be
taken.

         Section 7. Quorum.  The holders of not less than one-third of the stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by proxy,  shall be requisite and shall  constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute,  by the certificate of  incorporation  or by these by-laws.
If,  however,  such quorum shall not be present or represented at any meeting of
the  stockholders,  the chairman of the meeting  shall have the power to adjourn
the meeting from time to time,  without  notice other than  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

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         When a quorum is present at any  meeting,  the vote of the holders of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express  provision of the statutes or of the certificate of
incorporation  or of these  by-laws,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 8.  Qualification  of Voters.  The board of directors may fix a
day and hour not more  than  sixty  nor less  than ten days  prior to the day of
holding any  meeting of  stockholders  as the time as of which the  stockholders
entitled to notice of and to vote at such a meeting  shall be  determined.  Only
those  persons who were  holders of record of voting stock at such time shall be
entitled to notice of and to vote at such meeting.

         Section 9.  Procedure.  The order of business and all other  matters of
procedure at every meeting of  stockholders  shall be determined by the chairman
of the meeting.  The board of directors  shall appoint two or more inspectors of
election to serve at every meeting of  stockholders at which directors are to be
elected.


                                  ARTICLE III.

                                    Directors

         Section 1.  Number,  Election  and  Terms.  Except as  otherwise  fixed
pursuant to the provisions of Article Fourth of the certificate of incorporation
relating to the rights of the  holders of any class or series of stock  having a
preference  over the common stock as to dividends or upon  liquidation  to elect
additional  directors  under  specified  circumstances,  the number of directors
shall  be a  minimum  of  three  and  fixed  from  time to time by the  board of
directors. The directors,  other than those who may be elected by the holders of
any class or series of stock  having a  preference  over the common  stock as to
dividends or upon liquidation, shall be classified, with respect to the time for
which they severally hold office, into three classes, as near equal in number as
possible,  as  determined  by the board of  directors,  one class to hold office
initially for a term expiring at the annual meeting of  stockholders  to be held
in 1996,  another  class to hold  office  initially  for a term  expiring at the
annual  meeting of  stockholders  to be held in 1997 and  another  class to hold
office initially for a term expiring at the annual meeting of stockholders to be
held in  1998,  with  the  members  of each  class to hold  office  until  their
successors  are elected and qualified.  At each annual meeting of  stockholders,
the  successors  of the class of  directors  whose term  expires at that meeting
shall be elected to hold  office for a term  expiring  at the annual  meeting of
stockholders held in the third year following the year of their election.

         The term the "entire  board" as used in these  by-laws  means the total
number of directors which the corporation would have if there were no vacancies.

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         Subject to the rights of holders of any class or series of stock having
a  preference  over  the  common  stock  as to  dividends  or upon  liquidation,
nominations  for the election of directors may be made by the board of directors
or a  committee  appointed  by the  board  of  directors  or by any  stockholder
entitled  to  vote  in  the  election  of  directors  generally.   However,  any
stockholder entitled to vote in the election of directors generally may nominate
one or more  persons for  election  as  directors  at a meeting  only if written
notice of such  stockholder's  intent to make such nomination or nominations has
been  given,  either by  personal  delivery or by United  States  mail,  postage
prepaid,  to the secretary of the corporation not later than (a) with respect to
an election to be held at an annual meeting of stockholders,  one hundred twenty
(120)  days  nor  earlier  than  one  hundred  fifty  (150)  days  prior  to the
anniversary  date of the  immediately  preceding  annual  meeting,  and (b) with
respect to an election to be held at a special meeting of  stockholders  for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. Each such notice
shall set forth: (a) the name and address of the stockholder who intends to make
the  nomination   and  of  the  person  or  persons  to  be  nominated;   (b)  a
representation  that the  stockholder  is a  holder  of  record  of stock of the
corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the  meeting to  nominate  the person or  persons  specified  in the
notice;  (c) a description of all  arrangements  or  understandings  between the
stockholder and each nominee and any other person or persons, naming such person
or persons,  pursuant to which the nomination or  nominations  are to be made by
the stockholder;  (d) such other information  regarding each nominee proposed by
such  stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange  Commission;  and (e)
the  consent of each  nominee to serve as a director  of the  corporation  if so
elected. The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.

         Section  2.  Newly  Created  Directorships  and  Vacancies.  Except  as
otherwise  fixed pursuant to the provisions of Article Fourth of the certificate
of incorporation relating to the rights of the holders of any class or series of
stock  having  a  preference  over the  common  stock  as to  dividends  or upon
liquidation to elect  directors  under  specified  circumstances,  newly created
directorships  resulting  from any increase in the number of  directors  and any
vacancies  on  the  board  of  directors  resulting  from  death,   resignation,
disqualification,  removal  or  other  cause  shall  be  filled  solely  by  the
affirmative vote of a majority of the remaining  directors then in office,  even
though less than a quorum of the board of  directors.  Any  director  elected in
accordance  with the preceding  sentence  shall hold office for the remainder of
the full term of the class of directors  such  director's  successor  shall have
been elected and qualified.  No decrease in the number of directors constituting
the board of directors shall shorten the term of any incumbent director.

         Section  3.  Removal.  Subject  to the rights of any class or series of
stock  having  a  preference  over the  common  stock  as to  dividends  or upon
liquidation to elect directors under specified  circumstances,  any director may
be removed from office,  for cause,  only by the affirmative vote of the holders
of 80% of the  combined  voting  power of the then  outstanding  shares of stock
entitled to vote  generally in the election of directors,  voting  together as a
single class.



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         Section 4.   Regular  Meetings.  Regular  meetings  of the board  of
 directors  shall be held at such times and place as the board of directors  may
 from time to time determine.

         Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the  request of the  chairman or the  president  or by an
officer of the  corporation  upon the request of a majority of the entire board.
The  person or  persons  authorized  to call  special  meetings  of the board of
directors may fix any place, either within or without Delaware, as the place for
holding any special meeting of the board of directors called by them.

         Section 6. Notice. Notice of regular meetings of the board of directors
need not be given.  Notice of every  special  meeting of the board of  directors
shall be given to each director at his usual place of business, or at such other
address as shall have been  furnished by him for the purpose.  Such notice shall
be given at least  twenty-four hours before the meeting by telephone or by being
personally  delivered,  mailed or  telegraphed.  Such  notice need not include a
statement  of the  business  to be  transacted  at, or the  purpose of, any such
meeting.

         Section 7. Quorum.  A majority of the entire  Board shall  constitute a
quorum for the transaction of business at any meeting of the board of directors,
provided,  that if less than a majority  of the entire  board is present at said
meeting,  a majority of the directors  present may adjourn the meeting from time
to time  until a quorum  is  obtained  without  further  notice.  The act of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the board of directors unless the act of a greater number is
required by the certificate of incorporation or the by-laws of the corporation.

         Section 8. Compensation.  Directors who are also full time employees of
the  corporation  shall not  receive  any  compensation  for their  services  as
directors but they may be reimbursed for reasonable  expenses of attendance.  By
resolution of the board of directors,  all other directors may receive either an
annual  fee or a fee for  each  meeting  attended,  or  both,  and  expenses  of
attendance, if any, at each regular or special meeting of the board of directors
or of a committee  of the board of  directors;  provided,  that  nothing  herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation therefor.

         Section 9. Committees. The board of directors may, by resolution passed
by a majority  of the  entire  board,  designate  one or more  committees,  each
committee to consist of two or more of the directors of the corporation,  which,
to the extent provided in the resolution, shall have and may exercise the powers
of the board of directors in the  management  of the business and affairs of the
corporation  and may authorize the seal of the  corporation to be affixed to all
papers which may require it. Such  committee or committees  shall have such name
or names as may be  determined  from time to time by  resolution  adopted by the
board of directors.  Each committee  shall keep regular  minutes of its meetings
and report the same to the board of directors when required.


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         Section 10. Director Emeritus. The Board of Directors may by resolution
appoint any former  director  who has retired  from the Board of  Directors as a
Director  Emeritus.  Directors Emeritus may, but are not required to, attend all
meetings (regular and special) of the Board of Directors and will receive notice
of such meetings;  however, they shall not have the right to vote and they shall
be  excluded  from the  number of  directors  for  quorum  and  other  purposes.
Directors  Emeritus shall be appointed for one year terms and may be reappointed
for up to two additional one year terms.


                                   ARTICLE IV.

                                    Officers

         Section 1. Number. The officers of the corporation shall be a chairman,
a  vice-chairman  (if  elected  by the  board of  directors),  a  president,  an
executive  vice  president (if elected by the board of  directors),  one or more
vice presidents (the number thereof to be determined by the board of directors),
a treasurer, a secretary and such other officers as may be elected in accordance
with the provisions of this Article.

         Section 2. Election and Term of Office. The officers of the corporation
shall be elected  annually by the board of directors at the first meeting of the
board of  directors  held after each  annual  meeting  of  stockholders.  If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon  thereafter as  convenient.  Vacancies may be filled or new offices
created and filled at any meeting of the board of directors.  Each officer shall
hold  office  until his  successor  shall have been duly  elected and shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.

         Section 3.  Removal.  Any officer or agent  elected or appointed by the
board of  directors  may be removed by the board of  directors  whenever  in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         Section 4.  Vacancies.   A  vacancy  in  any office   because of death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

         Section  5.  Chairman.  The  chairman  (if  elected  by  the  board  of
directors)  shall preside at all meetings of the  stockholders  and the board of
directors.  If so  appointed  by the  board of  directors  he shall be the chief
executive   officer  of  the   corporation  and  shall  have  those  duties  and
responsibilities  described in Section 8 of this Article.  He shall perform such
other duties as may be prescribed by the board of directors.

         Section 6. Vice-Chairman. The vice-chairman (if elected by the board of
directors) shall, in the absence of the chairman, preside at all meetings of the
stockholders  and the  board  of  directors.  If so  appointed  by the  board of
directors he shall be either the chief executive  officer or the chief operating
officer, or both, and shall have those duties and responsibilities  described in
Sections  8 and 9 of this  Article,  as the case may be. He shall  perform  such
other duties as may be  prescribed  by the board of  directors  and by the chief
executive officer if he does not have that position.



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         Section 7. President. The president shall be either the chief executive
officer or the chief operating  officer,  or both, as determined by the board of
directors, and shall have the duties and responsibilities  described in Sections
8 and 9 of this Article,  as the case may be. In the absence of the chairman and
vice-chairman  he shall preside at all meetings of the stockholders and board of
directors.  He shall perform such other duties as may be prescribed by the board
of directors and chief executive officer if he does not have that position.

         Section 8. Chief Executive Officer.  The chief executive officer of the
corporation shall be either the chairman,  the vice-chairman or the president as
determined by the board of directors.  The chief executive officer shall provide
overall  direction and  administration  of the business of the  corporation,  he
shall  interpret  and apply the  policies of the board of  directors,  establish
basic policies  within which the various  corporate  activities are carried out,
guide and  develop  long range  planning  and  evaluate  activities  in terms of
objectives.  He may sign (with the secretary or any other proper  officer of the
corporation  thereunto authorized by the board of directors,  if such additional
signature is necessary under the terms of the instrument document being executed
or under  applicable  law, stock  certificates  of the  corporation,  any deeds,
mortgages,  bonds,  contracts,  or other  instruments  except in cases where the
signing and execution thereof shall be required by law to be otherwise signed or
executed,  and he may execute proxies on behalf of the corporation  with respect
to the voting of any shares of stock owned by the corporation. He shall have the
power to (1) designate  management  committees of employees  deemed essential in
the operations of the corporation,  its divisions or  subsidiaries,  and appoint
members thereof,  subject to the approval of the board of directors; (2) appoint
certain  employees  of the  corporation  as vice  presidents  of one or  several
divisions or operations of the corporation, subject to the approval of the board
of directors,  provided however,  that any vice president so appointed shall not
be an officer of the  corporation  for any other  purpose;  and (3) appoint such
other agents and employees as in his judgment may be necessary or proper for the
transaction of the business of the  corporation and in general shall perform all
duties incident to the office of chief executive.

         Section 9. Chief Operating  Officer.  The chief  operating  officer (if
elected  by the board of  directors)  shall be either the  vice-chairman  or the
president as determined by the board of directors.  The chief operating  officer
shall in general be in charge of all  operations  of the  corporation  and shall
direct and administer the activities of the  corporation in accordance  with the
policies,  goals and objectives  established by the chief executive  officer and
the board of directors. In the absence of the chief executive officer, the chief
operating officer shall assume his duties and responsibilities.

         Section 10. Executive Vice President.  The executive vice president (if
elected by the board of  directors)  shall report to either the chief  executive
officer  or  the  chief  operating   officer  as  determined  in  the  corporate
organization  plan  established  by the board of directors.  He shall direct and
coordinate  such major  activities  as shall be delegated to him by his superior
officer in accordance with policies  established and instructions  issued by his
superior officer, the chief executive officer, or the board of directors.

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         Section 11. Vice  President.  The board of  directors  may elect one or
several vice  presidents.  Each vice president  shall report to either the chief
executive  officer,  the chief operating officer or the executive vice president
as determined in the corporate  organization  plan  established  by the board of
directors.  Each vice president shall perform such duties as may be delegated to
him by his superior officers and in accordance with the policies established and
instructions issued by his superior officer,  the chief executive officer or the
board of directors. The board of directors may designate any vice president as a
senior vice president and a senior vice  president  shall be senior to all other
vice presidents and junior to the executive vice  president.  In the event there
is more than one senior vice  president,  then seniority  shall be determined by
and be the same as the annual  order in which their names are  presented  to and
acted on by the board of directors.

         Section  12. The  Treasurer.  The  treasurer  shall (a) have charge and
custody of and be responsible  for all funds and securities of the  corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks,  trust  companies or other  depositories as shall be selected by the
corporation;  (b) in general  perform  all the duties  incident to the office of
treasurer  and such other  duties as from time to time may be assigned to him by
the  chief  executive  officer,  chief  operating  officer  or by the  board  of
directors.  If required by the board of directors,  the  treasurer  shall give a
bond for the  faithful  discharge of his duties in such sum and with such surety
or sureties as the board of directors shall determine.

         Section 13. The Assistant Treasurer.  The assistant treasurer shall, in
the absence or disability of the treasurer,  perform the duties and exercise the
powers of the  treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

         Section 14. The Secretary. The secretary shall: (a) keep the minutes of
the  stockholders'  and the board of  directors'  meetings  in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the  provisions of these by-laws or as required by law; (c) be custodian of
the corporate  records and of the seal of the  corporation and see that the seal
of the corporate is affixed to all stock certificates prior to the issue thereof
and to all documents,  the execution of which on behalf of the corporation under
its seal is duly  authorized in accordance  with the provisions of these by-laws
or as required by law; (d) be custodian of the corporate records and of the seal
of the  corporation  and see that the seal of the  corporation is affixed to all
stock  certificates  prior  to the  issue  thereof  and to  all  documents,  the
execution  of  which  on  behalf  of the  corporation  under  its  seal  is duly
authorized  in  accordance  with the  provisions  of these  by-laws;  (e) keep a
register of the post office address of each stockholder which shall be furnished
to the secretary by such stockholder; (f) sign with the chairman,  president, or
a vice  president,  stock  certificates of the  corporation,  the issue of which
shall have been  authorized by  resolution  of the board of directors;  (g) have
general charge of the stock transfer  books of the  corporation;  (h) in general
perform all duties  incident to the office of secretary and such other duties as
from time to time may be assigned to him by the chief executive  officer,  chief
operating officer or by the board of directors.

         Section 15. The Assistant  Secretary.  The assistant secretary shall in
the absence or disability of the secretary,  perform the duties and exercise the
powers of the  secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.


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                                   ARTICLE V.

                                   Fiscal Year


         The  fiscal  year of the  corporation  shall  begin on the first day of
January in each year and end on the thirty-first day of December in each year.


                                   ARTICLE VI.

                                      Seal

         The board of directors shall provide a corporate seal which shall be in
the  form  of a  circle  and  shall  have  inscribed  thereon  the  name  of the
corporation and the words "Corporate Seal, Delaware".


                                  ARTICLE VII.

                                Waiver of Notice

         Whenever  any  notice  whatsoever  is  required  to be given  under the
provisions  of these  by-laws  or under the  provisions  of the  certificate  of
incorporation  or under the  provisions  of the laws of the  state of  Delaware,
waiver  thereof in  writing,  signed by the person or persons  entitled  to such
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to the giving of such notice.


                                  ARTICLE VIII.

                                   Amendments

         Subject to the provisions of the  certificate of  incorporation,  these
by-laws  may be  altered,  amended or  repealed  at any  regular  meeting of the
stockholders,  or at any special  meeting of  stockholders  duly called for that
purpose,  by a majority vote of the shares  represented  and entitled to vote at
such meeting; provided that in the notice of such special meeting notice of such
purpose  shall be  given.  Subject  to the laws of the  State of  Delaware,  the
certificate of incorporation and these by-laws,  the board of directors may by a
majority vote of those present at any meeting at which a quorum is present amend
these by-laws, or enact such other by-laws as in their judgment may be advisable
for the regulation of the conduct of the affairs of the corporation.

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