Exhibit 3.2
 AMENDED AND RESTATED BYLAWS
 OF
 APPLIED MICRO CIRCUITS CORPORATION




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Table Of Contents
 PageARTICLE 1 CORPORATE OFFICES
    
    
    11.1
    
    REGISTERED OFFICE
    
    
    11.2
    
    OTHER OFFICES
    
    
    1ARTICLE 2 MEETINGS OF STOCKHOLDERS
    
    
    12.1
    
    PLACE OF MEETINGS
    
    
    12.2
    
    ANNUAL MEETING
    
    
    12.4
    
    NOTICE OF STOCKHOLDERS MEETINGS; AFFIDAVIT OF NOTICE
    
    
    12.5
    
    ADVANCE NOTICE OF STOCKHOLDER NOMINEES
    
    
    22.6
    
    QUORUM
    
    
    42.7
    
    ADJOURNED MEETING; NOTICE
    
    
    42.8
    
    CONDUCT OF BUSINESS
    
    
    42.9
    
    VOTING
    
    
    42.10
    
    WAIVER OF NOTICE
    
    
    42.11
    
    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING
    
    
    52.12
    
    PROXIES
    
    
    52.13
    
    RECORD DATE FOR ACTION BY WRITTEN CONSENT
    
    
    52.14
    
    INSPECTORS OF WRITTEN CONSENTS
    
    
    62.15
    
    EFFECTIVENESS OF WRITTEN CONSENTS
    
    
    6ARTICLE 3 DIRECTORS
    
    
    63.1
    
    POWERS
    
    
    63.2
    
    NUMBER OF DIRECTORS
    
    
    73.3
    
    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
    
    
    73.4
    
    RESIGNATION AND VACANCIES
    
    
    73.5
    
    PLACE OF MEETINGS; MEETINGS BY TELEPHONE
    
    
    83.6
    
    REGULAR MEETINGS
    
    
    83.7
    
    SPECIAL MEETINGS; NOTICE
    
    
    83.8
    
    QUORUM
    
    
    83.9
    
    WAIVER OF NOTICE
    
    
    93.10
    
    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    9
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Table Of Contents  (continued)
 Page3.11
    
    FEES AND COMPENSATION OF DIRECTORS
    
    
    93.12
    
    APPROVAL OF LOANS TO OFFICERS
    
    
    93.13
    
    REMOVAL OF DIRECTORS
    
    
    93.14
    
    CHAIRMAN OF THE BOARD OF DIRECTORS
    
    
    10ARTICLE 4 COMMITTEES
    
    
    104.1
    
    COMMITTEES OF DIRECTORS
    
    
    104.2
    
    COMMITTEE MINUTES
    
    
    104.3
    
    MEETINGS AND ACTION OF COMMITTEES
    
    
    10ARTICLE 5 OFFICERS
    
    
    115.1
    
    OFFICERS
    
    
    115.2
    
    APPOINTMENT OF OFFICERS
    
    
    115.3
    
    SUBORDINATE OFFICERS
    
    
    115.4
    
    REMOVAL AND RESIGNATION OF OFFICERS
    
    
    115.5
    
    VACANCIES IN OFFICES
    
    
    125.6
    
    CHIEF EXECUTIVE OFFICER
    
    
    125.7
    
    PRESIDENT
    
    
    125.8
    
    VICE PRESIDENTS
    
    
    125.9
    
    SECRETARY
    
    
    125.10
    
    CHIEF FINANCIAL OFFICER
    
    
    135.11
    
    REPRESENTATION OF SHARES OF OTHER CORPORATIONS
    
    
    135.12
    
    AUTHORITY AND DUTIES OF OFFICERS
    
    
    13ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
    
    
    136.1
    
    INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
    
    136.2
    
    INDEMNIFICATION OF OTHERS
    
    
    136.3
    
    PAYMENT OF EXPENSES IN ADVANCE
    
    
    146.4
    
    INDEMNITY NOT EXCLUSIVE
    
    
    146.5
    
    INSURANCE
    
    
    146.6
    
    CONFLICTS
    
    
    14
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Table Of Contents  (continued)
 PageARTICLE 7 RECORDS AND REPORTS
    
    
    157.1
    
    MAINTENANCE AND INSPECTION OF RECORDS
    
    
    157.2
    
    INSPECTION BY DIRECTORS
    
    
    157.3
    
    ANNUAL STATEMENT TO STOCKHOLDERS
    
    
    15ARTICLE 8 GENERAL MATTERS
    
    
    158.1
    
    CHECKS
    
    
    158.2
    
    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
    
    
    158.3
    
    STOCK CERTIFICATES; PARTLY PAID SHARES
    
    
    168.4
    
    SPECIAL DESIGNATION ON CERTIFICATES
    
    
    168.5
    
    LOST CERTIFICATES
    
    
    178.6
    
    CONSTRUCTION; DEFINITIONS
    
    
    178.7
    
    DIVIDENDS
    
    
    178.8
    
    FISCAL YEAR
    
    
    178.9
    
    SEAL
    
    
    178.10
    
    TRANSFER OF STOCK
    
    
    178.11
    
    STOCK TRANSFER AGREEMENTS
    
    
    178.12
    
    REGISTERED STOCKHOLDERS
    
    
    17ARTICLE 9 AMENDMENTS
    
    
    18
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AMENDED AND RESTATED BYLAWS
OF
APPLIED MICRO CIRCUITS CORPORATION
 ARTICLE 1
 CORPORATE OFFICES
 1.1 REGISTERED OFFICE.
 1.2 OTHER OFFICES.
 ARTICLE 2
 MEETINGS OF STOCKHOLDERS
 2.1 PLACE OF MEETINGS.
 2.2 ANNUAL MEETING.
 2.3 SPECIAL MEETING.
 2.4 NOTICE OF STOCKHOLDERS MEETINGS; AFFIDAVIT OF NOTICE.
  1




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2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES.
 (a)
 (b) th th th th th
 2.




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(c) th
 (d)
 (e)
 (f)
 3.




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2.6 QUORUM.
 2.7 ADJOURNED MEETING; NOTICE.
 2.8 CONDUCT OF BUSINESS.
 2.9 VOTING.
 (a)
 (b)
 2.10 WAIVER OF NOTICE.
 4.




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2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.
 (a)
 (b)
  2.12 PROXIES.
 2.13 RECORD DATE FOR ACTION BY WRITTEN CONSENT
 5.




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2.14 INSPECTORS OF WRITTEN CONSENTS
 2.15 EFFECTIVENESS OF WRITTEN CONSENTS
 ARTICLE 3
 DIRECTORS
 3.1 POWERS.
 6.




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3.2 NUMBER OF DIRECTORS.
 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
  3.4 RESIGNATION AND VACANCIES.
  (a)
 (b)
   7.




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3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
  3.6 REGULAR MEETINGS.
 3.7 SPECIAL MEETINGS; NOTICE.
  3.8 QUORUM.
 8.




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3.9 WAIVER OF NOTICE.
 3.10 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
 3.11 FEES AND COMPENSATION OF DIRECTORS.
 3.12 APPROVAL OF LOANS TO OFFICERS.
 3.13 REMOVAL OF DIRECTORS.
 9.




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3.14 CHAIRMAN OF THE BOARD OF DIRECTORS
 ARTICLE 4
 COMMITTEES
 4.1 COMMITTEES OF DIRECTORS.
 4.2 COMMITTEE MINUTES.
 4.3 MEETINGS AND ACTION OF COMMITTEES.
 10.




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ARTICLE 5
 OFFICERS
 5.1 OFFICERS.
 5.2 APPOINTMENT OF OFFICERS.
 5.3 SUBORDINATE OFFICERS.
 5.4 REMOVAL AND RESIGNATION OF OFFICERS.
  11.




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5.5 VACANCIES IN OFFICES.
 5.6 CHIEF EXECUTIVE OFFICER.
 5.7 PRESIDENT.
 5.8 VICE PRESIDENTS.
 5.9 SECRETARY.
   12.




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5.10 CHIEF FINANCIAL OFFICER.
 5.11 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
 5.12 AUTHORITY AND DUTIES OF OFFICERS.
 ARTICLE 6
 INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND OTHER AGENTS
 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 6.2 INDEMNIFICATION OF OTHERS.
 13.




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6.3 PAYMENT OF EXPENSES IN ADVANCE.
 6.4 INDEMNITY NOT EXCLUSIVE.
 6.5 INSURANCE.
 6.6 CONFLICTS.
 (a)
 (b)
 14.




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ARTICLE 7
 RECORDS AND REPORTS
 7.1 MAINTENANCE AND INSPECTION OF RECORDS.
  7.2 INSPECTION BY DIRECTORS.
 7.3 ANNUAL STATEMENT TO STOCKHOLDERS.
 ARTICLE 8
 GENERAL MATTERS
 8.1 CHECKS.
 8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.
 15.




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8.3 STOCK CERTIFICATES; PARTLY PAID SHARES.
   8.4 SPECIAL DESIGNATION ON CERTIFICATES.
 16.




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8.5 LOST CERTIFICATES
 8.6 CONSTRUCTION; DEFINITIONS.
 8.7 DIVIDENDS.
  8.8 FISCAL YEAR.
 8.9 SEAL.
 8.10 TRANSFER OF STOCK.
 8.11 STOCK TRANSFER AGREEMENTS.
 8.12 REGISTERED STOCKHOLDERS.
 17.




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ARTICLE 9
 AMENDMENTS
  18.