EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                           COLUMBIA LABORATORIES, INC.

                                   ARTICLE I.

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. ANNUAL MEETING. A meeting of stockholders shall be
held annually for the election of directors and the transaction of such other
business as is related to the purpose or purposes set forth in the notice of
meeting on such date as may be fixed by the Board of Directors, or if no date is
so fixed on the second Tuesday in April in each and every year, unless such day
shall fall on a legal holiday, in which case such meeting shall be held on the
next succeeding business day, at such time and at such place as may be fixed by
the Board of Directors.

                  SECTION 2. SPECIAL MEETINGS. Special meetings of the
stockholders for any purpose may be called by the Board of Directors, the
Chairman of the Board, the President or the Secretary, and shall be called by
the Chairman of the Board, the President or the Secretary at the written request
of the holders of record of a majority of the outstanding shares of the
Corporation entitled to vote at such meeting. Special meetings shall be held at
such time as may be fixed in the call and stated in the notices of meeting or
waiver thereof. At any special meeting only such business may be 

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transacted as is related to the purpose or purposes for which the meeting is
convened.

                  SECTION 3. PLACE OF MEETINGS. Meetings of stockholders shall
be held at such place, within or without the State of Delaware or the United
States of America, as may be fixed in the call and stated in the notice of
meeting or waiver thereof.

                  SECTION 4. NOTICE OF MEETINGS; ADJOURNED MEETINGS. Notice of
each meeting of stockholders shall be given in writing and shall state the
place, date and hour of the meeting. The purpose or purposes for which the
meeting is called shall be stated in the notices of each special meeting and of
each annual meeting at which any business other than the election of directors
is to be transacted.

                  A copy of the notice of any meeting shall be given, personally
or by mail, not less then ten (10) nor more than sixty (60) days before the date
of the meeting, to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be deemed given when deposited in the United States mail, with
postage thereon prepaid, directed to the stockholder at his address as it
appears on the record of stockholders.

                  When a meeting is adjourned for less than thirty (30) days in
any one adjournment, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the 


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meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. When a meeting is adjourned for thirty (30) days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.

                  SECTION 5. WAIVER OF NOTICE. The transactions of any meeting
of stockholders, however called and with whatever notice, if any, are as valid
as though had at a meeting duly held after regular call and notice, if: (a) all
the stockholders entitled to vote are present in person or by proxy and no
objection to holding the meeting is made by anyone so present, and if, either
before or after the meeting, each of the persons entitled to vote, not present
in person or by proxy, signed a written waiver of notice, or a consent to the
holding of the meeting, or an approval of the action taken as shown by the
minutes thereof.

                  Whenever notice is required to be given to any stockholder, a
written waiver thereof signed by such stockholder, whether before or after the
time thereon stated, shall be deemed equivalent to such notice. Attendance of a
person at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when such stockholder attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not 


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lawfully called or convened. Neither the business to be transacted at, nor the
purpose of any meeting of stockholders need be specified in any written waiver
of notice thereof.

                  SECTION 6. QUALIFICATION OF VOTERS. Except as may be otherwise
provided in the Certificate of Incorporation, every stockholder of record shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders for every share standing in his name on the record of stockholders.

                  SECTION 7. QUORUM. At any meeting of the stockholders the
presence, in person or by proxy, of the holders of a majority of the shares
entitled to vote thereat shall constitute a quorum for the transaction of any
business.

                  When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any stockholders.

                  The stockholders present may adjourn the meeting despite the
absence of a quorum.

                  SECTION 8. PROXIES. Every stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.

                  Every proxy must be executed by the stockholder or his
attorney-in-fact. No proxy shall be valid after the 


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expiration of three (3) years from the date thereof unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except as otherwise provided therein and as permitted by law.
Except as otherwise provided in the proxy, any proxy holder may appoint in
writing a substitute to act in his place.

                  SECTION 9. VOTING. Except as otherwise required by law,
directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote in the election.

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                  Whenever any corporate action, other than the election of
directors, is to be taken by vote of the stockholders at a meeting, it shall,
except as otherwise required by law or the Certificate of Incorporation, be
authorized by a majority of the votes cast thereat, in person or by proxy.

                  SECTION 10. ACTION WITHOUT A MEETING. Whenever stockholders
are required or permitted to take any action at a meeting or by vote, such
action may be taken without a meeting, without prior notice and without a vote,
by consent in writing 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. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                  SECTION 11. RECORD DATE. The Board of Directors is authorized
to fix a day not more than sixty (60) days nor less than ten (10) days prior to
the day of holding any meeting of stockholders as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.

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                  SECTION 12. INSPECTORS OF ELECTION. The Chairman of any
meeting of the stockholders may appoint one or more Inspectors of Election. Any
Inspector so appointed to act at any meeting of the stockholders, before
entering upon the discharge of his or her duties, shall be sworn faithfully to
execute the duties of an Inspector at such meeting with strict impartiality, and
according to the best of his or her ability.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

                  SECTION 1. POWER OF BOARD AND QUALIFICATION OF DIRECTORS. The
business and affairs of the Corporation shall be managed by the Board of
Directors.

                  SECTION 2. NUMBER OF DIRECTORS. The number of directors
constituting the entire Board of Directors shall be such number not less than
one (1) nor more than fifteen (15) as may be fixed from time to time by
resolution adopted by the stockholders or by the Board. The number of directors
constituting the initial Board of Directors shall be three.

                  SECTION 3. ELECTION AND TERM OF DIRECTORS. At each annual
meeting of stockholders, directors shall be elected to serve until the next
annual meeting.

                  SECTION 4. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice 


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to the Board of Directors, the Chairman of the Board, the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

                  SECTION 5. REMOVAL OF DIRECTORS. Any or all of the directors
nay be removed with or without cause by vote of the stockholders.

                  SECTION 6. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the removal
of directors by stockholders without cause may be filled by vote of a majority
of the directors then in office although less than a quorum exists, or may be
filled by the stockholders. Vacancies occurring as a result of the removal of
directors by stockholders, without cause, shall be filled by the stockholders. A
director elected to fill a vacancy or a newly created directorship shall be
elected to hold office until the next annual meeting of stockholders.

                  SECTION 7. COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, may designate
from among its members committees, each consisting of one or more directors, and
to which, to the extent provided in the resolution, the Board 


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of Directors may delegate authority with respect to certain specific matters
from time to time; provided, however, that with the exception of the Audit
Committee and the Compensation Committee, the Board of Directors may not
designate any committee which shall have all or any substantial portion of the
authority of the Board of Directors, including without limitation the power and
authority to declare a dividend or to authorize the issuance of stock.

                  The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee.

                  SECTION 8. COMPENSATION OF DIRECTORS. The Board of Directors
shall have authority to fix the compensation of directors for services in any
capacity, or to allow a fixed sum plus expenses, if any, for attendance at
meetings of the Board or of committees designated thereby.

                  SECTION 9.  INTEREST OF DIRECTOR IN A TRANSACTION.

                  (a) No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any other
corporation, partnership, association or other organization in which one or more
of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the 


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director or officer is present at or participates in the meeting of the Board or
committee thereof which authorized the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

                  (1) The material facts as to his relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         Board of Directors or the committee, and the Board or committee, in
         good faith, authorizes the contract or transaction by the affirmative
         vote of a majority of the disinterested directors, even though the
         disinterested directors be less than as quorum; or

                  (2) The material facts as to his relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         stockholders entitled to vote thereon, and the contract or transaction
         is specifically approved, in good faith, by vote of the stockholders;
         or

                  (3) The contract or transaction is fair as to the Corporation
         as of the time it is authorized, approved or ratified, by the Board of
         Directors, a committee thereof, or the stockholders.

                  (b) Common or interested directors may be counted 


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indetermining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorized the contract or transaction.

                                  ARTICLE III.

                              MEETINGS OF THE BOARD

                  SECTION 1. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be called by the Chairman of the Board or the President, without
notice, at such time and place, within or without the State of Delaware, or the
United States of America, as may from time to time be fixed by the Chairman of
the Board or the President, but not less than [six (6)] times annually.

                  SECTION 2. SPECIAL MEETINGS; NOTICE; WAIVER. Special meetings
of the Board of Directors may be held at any time, place, within or without the
State of Delaware or the United States of America, upon the call of the Chairman
of the Board or the President, by oral, telegraphic or written notice, duly
given to or sent or mailed to each director not less than two (2) days before
such meeting. Special meetings shall be called by the Chairman of the Board or
the President upon the written request of any five (5) directors.

                  Notice of a special meeting need not be given to any director
who submits a signed waiver or notice, whether before or after the meeting, or
who attends the meeting 


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without protesting, prior thereto or at its commencement, the lack of notice to
him.

                  A notice, or waiver of notice, need not specify the purpose of
any special meeting of the Board of Directors.

                  SECTION 3. QUORUM; ACTION BY THE BOARD; ADJOURNMENT. At all
meetings of the Board of Directors, a majority of the whole Board shall
constitute a quorum for the transaction of business, except that when the number
of directors constituting the whole Board shall be an even number, one-half of
that number shall constitute a quorum.

                  The vote of a majority of the directors present at the time of
the vote, if a quorum is present at such time, shall be the act of the Board,
except as may be otherwise specifically provided by law or by the Certificate of
Incorporation or by these By-Laws.

                  A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.

                  SECTION 4. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board, or any committee thereof, may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the Board or committee, whether done before or
after the action 


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so taken.

                  SECTION 5. ACTION TAKEN BY CONFERENCE TELEPHONE. Members of
the Board of Directors, or any committee thereof, may participate in a meeting
by means of conference telephone or similar communications equipment, by means
of which all persons participating in the meeting can hear each other. If one or
more of the members of the Board of Directors participating in the meeting is
involuntarily disconnected from such meeting or can no longer hear or be heard
by all other participating members, then such meeting shall be adjourned by
either the Chairman of the Board or the President until such time as all members
of the Board of Directors participating in the meeting are reconnected or
restored to such meeting so that all persons can participate fully.

                                   ARTICLE IV.

                                    OFFICERS

                  SECTION 1. OFFICERS. The Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary and a Treasurer of the
Corporation, and from time to time, may elect or appoint such other officers as
it may determine. Any two or more offices may be held by the same person.

                  Notwithstanding Section 3 of Article III of these By-Laws,
until after the annual meeting of stockholders to 


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be held in 2000, a vote of 75% of the members constituting the whole Board shall
be required in order to elect anyone other than William J. Bologna to the
position of Chairman of the Board and anyone other than Norman M. Meier to the
positions of President and Chief Executive Officer.

                  Securities of other corporations held by the corporation may
be voted by any officer designated by the Board, and, in the absence of any such
designation, by the President, any Vice President, the Secretary, or the
Treasurer.

                  The Board may require any officer to give security for the
faithful performance of his duties.

                  SECTION 2. PRESIDENT. The President shall be the chief
executive and chief operating officer of the Corporation with all the rights and
powers incident to that position.

                  SECTION 3. VICE PRESIDENT. The Vice Presidents shall perform
such duties as may be prescribed or assigned to them by the Board of Directors,
the Chairman of the Board or President. In the absence of the President the
first-elected Vice President shall perform the duties of the President. In the
event of the refusal or incapacity of the President to function as such, the
first-elected Vice President shall perform the duties of the President until
such time as the Board of Directors elects a new President. In the event of the
absence, refusal or incapacity of the 


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first-elected Vice President, the other Vice Presidents, in order of their rank,
shall so perform the duties of the President; and the order of rank of such
other Vice Presidents shall be determined by the designated rank of their
offices or, in the absence of such designation, by seniority in the office of
Vice President; provided that said order or rank may be established otherwise by
action of the Board of Directors.

                  SECTION 4. TREASURER. The Treasurer shall perform all the
duties customary to that office, and shall have the care and custody of the
funds and securities of the Corporation. He shall at all reasonable times
exhibit his books and accounts to any director upon application, and shall give
such bond or bonds for the faithful performance of his duties with such surety
or sureties as the Board of Directors from time to time may determine.

                  SECTION 5. SECRETARY. The Secretary shall act as secretary of
and shall keep the minutes of the Board of Directors and of the stockholders,
have the custody of the seal of the Corporation and perform all of the other
duties usual to that office.

                  SECTION 6. ASSISTANT TREASURER AND ASSISTANT SECRETARY. Any
Assistant Treasurer or Assistant Secretary shall perform such duties as may be
prescribed or assigned to him by the Board of Directors, the Chairman of the
Board, or the President. An Assistant Treasurer shall give such 


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bond or bonds for the faithful performance of his duties with such surety or
sureties as the Board of Directors from time to time may determine.

                  SECTION 7. TERM OF OFFICE; REMOVAL. Each officer shall hold
office for such term as may be prescribed by the Board. Notwithstanding Section
3 of Article III, removal of the Chairman of the Board or the President for
cause shall require the vote of 75% of the members constituting the whole Board,
and removal of the Chairman of the Board or the President without cause shall
require the vote of 66.67% of the members constituting the whole Board. All
other officers may be removed at any time by the Board, with or without cause,
by the vote of the majority of the Board. The removal of any officer without
cause shall be without prejudice to his contract rights, if any. The election or
appointment of an officer, shall not, of itself, create contract rights.

                  SECTION 8. COMPENSATION. The compensation of all officers of
the Corporation shall be fixed by the Board of Directors.

                                   ARTICLE V.

                               SHARE CERTIFICATES

                  SECTION 1. FORM OF SHARE CERTIFICATES. The shares of the
Corporation shall be represented by certificates, in such form as the Board of
Directors may 


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from tine to time prescribe, signed by the Chairman of the Board, the President,
or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer
or an Assistant Treasurer, and shall be sealed with the seal of the Corporation
or a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation or its employees. In case any such
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.

                  SECTION 2. LOST CERTIFICATES. In case of the loss, theft,
mutilation or destruction of a stock certificate, a duplicate certificate will
be issued by the Corporation upon notification thereof and receipt of such
proper indemnity or assurances as the Board of Directors may require.

                  SECTION 3. TRANSFER OF SHARES. Transfers of shares of stock
shall be made upon the books of the Corporation by the registered holder in
person or by duly authorized attorney, upon surrender of the certificate or
certificates for such shares properly endorsed.

                  SECTION 4. REGISTERED STOCKHOLDERS. Except as otherwise
provided by law, the Corporation shall be entitled 


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to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends or other distributions and to vote as such
owner, and to hold such person liable for calls and assessments, and shall not
be bound to recognize any equitable or legal claim to or interest in such shares
on the part of any other person.

                                   ARTICLE VI.

                                 INDEMNIFICATION

                  SECTION 1. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. Any
person made a party to an action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a Director or officer of the Corporation shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with the
defense of such action or in connection with an appeal therein, to the fullest
extent permitted by the General Corporation Law or any successor thereto.

                  SECTION 2. ACTION OR PROCEEDING OTHER THAN BY OR IN THE RIGHT
OF THE CORPORATION. Any person made or threatened to be made a party to an
action or proceeding other than one by or in the right of the Corporation to
procure a judgment in its favor, whether civil or criminal, including an action
by or in the right of any other 


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corporation of any type or kind, domestic or foreign, which any Director or
officer of the Corporation served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate, was a
Director or officer of the Corporation, or served such other corporation in any
capacity, shall be indemnified by the Corporation against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such Director or officer acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
Corporation and, in criminal actions or proceedings, in which he had no
reasonable cause to believe that his conduct was unlawful. The termination of
any such civil or criminal action or proceeding by judgment, settlement,
conviction or upon a plea of NOLO CONTENDERE, or its equivalent shall not in
itself create a presumption that any such Director or officer did not act in
good faith for a purpose which he reasonably believed to be in the best
interests of the Corporation or that he had reasonable cause to believe that his
conduct was unlawful.

                  SECTION 3. OPINION OF THE COUNSEL. In taking any action or
making any determination pursuant to this Article, the Board of Directors and
each Director, officer or employee, whether or not interested in any such action
or 


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determination, may rely upon an opinion of counsel selected by the Board.

                  SECTION 4. OTHER INDEMNIFICATION; LIMITATION. The
Corporation's obligations under this Article shall not be exclusive or in
limitation of but shall be in addition to any other rights to which any such
person may be entitled under any other provision of these By-Laws, or by
contract, or as a matter of law, or otherwise. All of the provisions of this
Article VI of the By-Laws shall be valid only to the extent permitted by the
Certificate of Incorporation and the laws of the State of Delaware.

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

                  SECTION 1. CORPORATE SEAL. The corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as the
Board of Directors may from time to time determine.

                  SECTION 2. FISCAL YEAR. The fiscal year of the Corporation
shall be the twelve month period ending December 31.

                  SECTION 3. CHECKS AND NOTES. All checks and demands for money
and notes or other instrument evidencing indebtedness or obligations of the
Corporation shall be signed by such officer or officers or other person or
persons as shall be authorized from time to time by the 


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Board of Directors.

                                  ARTICLE VIII.

                                   AMENDMENTS

                  SECTION 1. POWER TO AMEND. By-Laws of the Corporation may be
adopted, amended or repealed by the Board of Directors, subject to amendment or
repeal by the stockholders entitled to vote thereon. Notwithstanding the
foregoing provisions, any amendment to or repeal of Sections 1 or 2 of Article
III, Sections 1 or 7 of Article IV, or Section 1 of Article VIII of these
By-Laws by the Board of Directors shall require the vote of 75% of the members
constituting the whole Board.

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