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                                                                     Exhibit 3.2

                               CAMBREX CORPORATION

                                    By - Laws

      Article I

      OFFICES

Section 1.

      The registered office of the Corporation in the State of Delaware shall be
in the City of Wilmington, County of New Castle, State of Delaware.

      The Corporation shall 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 the 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 each year
fix. Each such annual meeting shall be held at such place, within or without the
State of Delaware, and hour as shall be determined by the Board of Directors.
The day, place and hour of each annual meeting shall be specified in the notice
of annual meeting.

      The meeting may be adjourned from time to time and place to place until
its business is completed.

      At an annual meeting of the 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. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than sixty days nor
more than ninety days prior to the meeting; provided, however, that in the event
that less than seventy days' notice or prior public disclosure of the date of
the meeting is given or made to

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stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the date on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring 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 books, 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. Notwithstanding anything
in the 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 and in accordance with the provisions of this Section 1, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

Section 2. SPECIAL MEETINGS.

      Except as otherwise required by law and subject to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or on liquidation, special meetings of the stockholders
may be called only by the Chairman of the Board, 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 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.

Section 4. NOTICE OF MEETING.

            Notice of every meeting of the stockholders shall be given in the
manner prescribed by law.

Section 5. QUORUM.

      Except as otherwise required by law, the Certificate of Incorporation or
these By-Laws, the holders of a majority of the shares entitled to vote at any
meeting of the stockholders, present in person or by proxy, shall constitute a
quorum and the act of the majority of such quorum shall be deemed the act of the
stockholders.

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      If a quorum shall fail to attend any meeting, the chairman of the meeting
may adjourn the meeting to another place, date or time.

      If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then, except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum and all
matters shall be determined by a majority of votes cast at such meeting.

Section 6. QUALIFICATION OF VOTERS.

      The Board of Directors (hereinafter sometimes referred to as the "Board")
may fix a day and hour not more than sixty nor less than ten days prior to the
day of holding any meeting of the stockholders as the time as of which the
stockholders entitled to notice of and to vote at such 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 7. PROCEDURE.

      The order of business and all other matters of procedure at every meeting
of the stockholders may be determined by the presiding officer.

            The Board shall appoint one or more inspectors of election to serve
at every meeting of the 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 fixed from time to time by the
Board of Directors but shall not be less than three nor more than eleven.
Subject to the provisions of this Section 1 below, until the 2010 annual meeting
of stockholders when the following classification shall cease, 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 nearly equal in number as
possible, as determined by the Board of Directors, one class to hold

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office initially for a term expiring at the annual meeting of stockholders to be
held in 1988, another class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1989, and another class to hold
office initially for a term expiring at the annual meeting of stockholders to be
held in 1990, with the members of each class to hold office until their
successors are elected and qualified. At each annual meeting of stockholders
until the 2008 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. Directors elected at or after the 2008
annual meeting of stockholders shall hold office until the first annual meeting
of stockholders following their election and until a successor shall have been
elected and qualified or until the Director's prior death, resignation or
removal.

      The term "entire Board" as used in these By-Laws means the total number of
Directors which the Corporation would have if there were no vacancies.

      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 (i) with respect to
an election to be held at an annual meeting of stockholders, ninety days prior
to the anniversary date of the immediately preceding annual meeting, and (ii)
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 presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.

      Except as provided in Section 2 of this Article III, at and after the 2008
annual meeting of stockholders, each Director shall be elected by the vote of
the majority of the

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votes cast with respect to the Director at any meeting for the election of
Directors at which a quorum is present; provided that if as of a date that is
fourteen (14) days in advance of the date the Corporation files its definitive
proxy statement (regardless of whether or not thereafter revised or
supplemented) with the Securities and Exchange Commission, the number of
nominees exceeds the number of Directors to be elected, the Directors shall be
elected by the vote of a plurality of the shares represented in person or by
proxy at any such meeting and entitled to vote on the election of Directors. For
purposes of this Section, a majority of the votes cast means that the number of
votes cast "for" a Director exceeds the number of votes cast against that
Director. The Governance Committee has established procedures under which any
Director who is not elected (because the number of votes cast against such
Director's candidacy exceed the number of votes cast in favor of that candidacy)
shall offer to tender his or her resignation to the Board of Directors. The
Governance Committee will make a recommendation to the Board of Directors on
whether to accept or reject the resignation, or whether other action should be
taken. The Board of Directors will act on the Governance Committee's
recommendation and publicly disclose its decision and the rationale behind it
within 90 days from the date of the certification of the election results.

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 Directors or the sole Director then
remaining in office, even though less than a quorum of the Board of Directors.
Any Directors elected in accordance with the preceding sentence shall hold
office until the next succeeding annual meeting of stockholders following such
Director's election and until such Director's successor shall have been elected
and qualified, including in circumstances where such Director's predecessor was
elected to a longer term. 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 the 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, with or
without cause, by the affirmative vote of the holders of a majority 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 shall be held at such times and places as
the Board may from time to time determine.

Section 5. SPECIAL MEETINGS.

      Special meetings of the Board may be called at any time, at any place and
for any purpose by the Chairman of the Board or the President, or by any officer
of the Corporation upon the request of a majority of the entire Board.

Section 6. NOTICE OF MEETING.

      Notice of regular meetings of the Board need not be given.

      Notice of every special meeting of the Board 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 five
business days before the meeting by being mailed or at least twenty-four hours
before the meeting by telephone or by being personally delivered or telegraphed
or telexed or telecopied or electronically transmitted by similar means to a
receiver located at the place for such notices to be delivered. Such notice need
not include a statement of the business to be transacted at, or the purpose of,
any such meeting.

Section 7. QUORUM.

      Except as may be otherwise provided by law or in these By-Laws, the
presence of a majority of the entire Board shall be necessary and sufficient to
constitute a quorum for the transaction of business at any meeting of the Board,
and the act of a majority of such quorum shall be deemed the act of the Board.

      Less than a quorum may adjourn any meeting of the Board from time to time
without notice.

Section 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

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


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Section 9. POWERS.

      The business, property and affairs of the Corporation shall be managed by
or under the direction of its Board of Directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, or by the Certificate of Incorporation, or by these By-Laws,
directed or required to be exercised or done by the stockholders.

Section 10. COMPENSATION OF DIRECTORS.

      Directors shall receive such compensation for their services as shall be
determined by a majority of the entire Board provided that Directors who are
serving the Corporation as officers or employees and who receive compensation
for their services as such officers or employees shall not receive any salary or
other compensation for their services as Directors.

      ARTICLE IV

      OFFICERS

Section 1. NUMBER.

      The officers of the Corporation shall be appointed or elected by the Board
of Directors. The officers shall be a Chairman of the Board, a Chief Executive
Officer, a President, such number of vice presidents as the Board may from time
to time determine, a Secretary and a Treasurer. The Chairman of the Board or, in
his absence or if such office be vacant, the Chief Executive Officer, shall
preside at all meetings of the stockholders and of the Board. Any person may
hold two or more offices, other than the offices of Chairman of the Board and
Chief Executive Officer at the same time. The Chairman of the Board and the
Chief Executive Officer shall be chosen from among the Board of Directors, but
the other officers need not be members of the Board.

Section 2. ADDITIONAL OFFICERS.

      The Board may appoint such other officers, agents and employees as it
shall deem appropriate.

Section 3. TERMS OF OFFICE.

      All officers, agents and employees of the Corporation shall hold their
respective offices or positions at the pleasure of the Board of Directors and
may be removed at any time by the Board of Directors with or without cause.

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Section 4. DUTIES.

      The officers, agents and employees shall perform the duties and exercise
the powers usually incident to the offices or positions held by them
respectively, and/or such other duties and powers as may be assigned to them
from time to time by the Board of Directors or the Chief Executive Officer.


      ARTICLE V

      COMMITTEES

Section 1. EXECUTIVE COMMITTEE.

      (a) At any meeting of the Board, an Executive Committee, composed of the
Chief Executive Officer and not less than two other members of the Board, may be
designated by a majority vote of the entire Board to serve until the Board shall
otherwise determine.

      (b) The Executive Committee shall have and may exercise all of the powers
of the Board of Directors when the Board is not in session, except that it shall
have no power to (a) elect directors; (b) alter, amend or repeal these By-Laws
or any resolution or resolutions of the Board of Directors relating to the
Executive Committee; (c) appoint any member of the Executive Committee; or (d)
take any other action which legally may be taken only by the Board.

      (c) The Executive Committee shall adopt such rules as it may see fit with
respect to the calling of its meetings, the procedure to be followed thereat,
and its functioning generally.

      (d) Vacancies in the Executive Committee may be filled at any time by a
majority vote of the entire Board.

Section 2. OTHER COMMITTEES.

      The Board of Directors may designate by a majority vote of the entire
Board, one or more other committees, each such committee to consist of two or
more Directors of the Corporation, which to the extent provided in said
designation Directors in the management of the business and affairs of the
Corporation, such committee to have such name as may be determined by the Board
of Directors. The members of any such committee shall adopt such rules as they
may see fit with respect to the calling of its meetings, the procedure to be
followed thereat, and its functioning generally. The Board of Directors, by a
majority vote of the entire Board, shall have power to change the members of any
such committee at any time, to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

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      ARTICLE VI

      INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1. NATURE OF INDEMNITY.

      The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was or has agreed to become a director or
officer of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, and may indemnify
any person who was or is a party or is threatened to be made a party to such an
action, suit or proceeding by reason of the fact that he is or was or has agreed
to become an employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding had no reasonable cause to believe his conduct was
unlawful; except that in the case of an action or suit by or in the right of the
Corporation to procure a judgment in its favor (1) such indemnification shall be
limited to expenses (including attorneys' fees) actually and reasonably incurred
by such person in the defense or settlement of such action or suit, and (2) no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

      The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

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Section 2. SUCCESSFUL DEFENSE.

      To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 hereof or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

Section 3. DETERMINATION THAT INDEMNIFICATION IS PROPER.

      Any indemnification of a director or officer of the Corporation under
Section 1 hereof (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the director or officer
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Section 1 hereof. Any indemnification of an
employee or agent of the Corporation under Section 1 hereof (unless ordered by a
court) may be made by the Corporation upon a determination that indemnification
of the employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 hereof. Any such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

Section 4. ADVANCE PAYMENT OF EXPENSES.

      Expenses incurred by a director or officer in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article VI. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate. The Board of Directors may
authorize the Corporation's counsel to represent such director, officer,
employee or agent in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

Section 5. PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Any indemnification of a director or officer of the Corporation under
Sections 1 and 2, or advance of costs, charges and expenses to a director or
officer under Section 4 of this Article VI, shall be made promptly, and in any
event within 30 days, upon the

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written request of the director or officer. If a determination by the
Corporation that the director or officer is entitled to indemnification pursuant
to this Article VI is required, and the Corporation fails to respond within
sixty days to a written request for indemnity, the Corporation shall be deemed
to have approved such request. If the Corporation denies a written request for
indemnity or advancement of expenses, in whole or in part, or if payment in full
pursuant to such request is not made within 30 days, the right to
indemnification or advances as granted by this Article VI shall be enforceable
by the director or officer in any court of competent jurisdiction. Such person's
costs and expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 4 of this Article VI where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Section 1, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 1,
nor the fact that there has been an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

Section 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS.

      The foregoing indemnification provisions shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in any such capacity at any time while these provisions as well as the
relevant provisions of the Delaware General Corporation Law are in effect and
any repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action, suit or proceeding previously or thereafter brought or threatened based
in whole or in part upon any such state of facts. Such a "contract right" may
not be modified retroactively without the consent of such director, officer,
employee or agent.

      The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

Section 7. INSURANCE.

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      The Corporation shall purchase and maintain insurance on behalf of any
person who is or was or has agreed to become a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
on his behalf in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VI, provided that such
insurance is available on acceptable terms, which determination shall be made by
a vote of a majority of the entire Board of Directors.

Section 8. SEVERABILITY.

      If this Article VI or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director or officer and may indemnify each employee
or agent of the Corporation as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the
fullest extent permitted by any applicable portion of this Article VI that shall
not have been invalidated and to the fullest extent permitted by applicable law.

      ARTICLE VII

      SEAL

Section 1.

      The corporate seal shall bear the name of the Corporation, the date 1983
and the words "Corporate Seal, Delaware".

      ARTICLE VIII

      AMENDMENTS

Section 1. AMENDMENT OF BY LAWS

      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 thereof duly called for that purpose) by
the affirmative vote of the holders of a majority of the voting power of the
then outstanding shares of stock entitled to vote generally in the election of
directors, voting together as a single class; provided that in the notice of
such special meeting notice of such purpose shall be given. Subject to

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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 the entire Board 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.