Exhibit 3.2

                                  BY-LAW NO. 1

                  a by-law relating generally to the transaction of the business
                  and   affairs   of   ALTAIR    NANOTECHNOLOGIES    INC.   (the
                  "Corporation")

                                 INTERPRETATION

1.       General - In this by-law:

         (a)  "Act"  means  the  Canada  Business   Corporations   Act  and  the
              regulations  thereunder,  as from time to time amended,  and every
              statute or regulation (as the case may be) that may be substituted
              therefor and, in the case of such amendment or  substitution,  any
              reference  in the  by-laws  of the  Corporation  shall  be read as
              referring to the amended or substituted provisions therefor;

         (b)  "Board" means the board of directors of the Corporation;

         (c)  "by-laws" means any by-law of the Corporation from time to time in
              force and effect;

         (d)  "meetings of shareholders" includes annual and special meetings;

         (e)  all terms  contained  in the by-laws  which are defined in the Act
              shall have the meanings given to such terms in the Act, unless the
              context otherwise requires;

         (f)  words  importing the singular number only shall include the plural
              and vice versa; words importing the masculine gender shall include
              the feminine and neuter  gender;  words  importing  persons  shall
              include bodies corporate, syndicates, partnerships, trusts and any
              number or aggregate of persons;

         (g)  the invalidity or unenforceability of any provision in this by-law
              shall not affect the validity or  enforceability  of the remaining
              provisions of this by-law; and

         (h)  the  insertion of headings in this by-law are for  convenience  of
              reference   only  and  shall  not  affect  its   construction   or
              interpretation.

                                    DIRECTORS

2.       Indemnification   -  To  the  maximum  extent  permitted  by  law,  the
         Corporation shall indemnify a director or officer of the Corporation, a
         former director or officer of the  Corporation,  or another  individual
         who  acts or  acted  at the  Corporation's  request  as a  director  or
         officer,  or an  individual  acting in a similar  capacity,  of another
         entity,  against all costs, charges and expenses,  including any amount
         paid to settle an action or satisfy a judgement, reasonably incurred by
         the  individual  in  respect of any  civil,  criminal,  administrative,
         investigative  or other  proceeding in which the individual is involved
         because of that association with the Corporation or other entity.

         The provisions for  indemnification  contained in the by-laws shall not
         be deemed  exclusive  of any other  rights to which any person  seeking
         indemnification   may  be  entitled  under  any   agreement,   vote  of
         shareholders  or  directors  or  otherwise,  both as to  action  in the
         individual's  official  capacity and as to action in another  capacity,
         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
         and legal representatives of such a person.

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                              MEETINGS OF DIRECTORS

3.       Quorum - A quorum at any meeting of directors is:

         (a)  where the articles set out the number of directors,  a majority of
              that number; or

         (b)  where the  articles  set out the  minimum  and  maximum  number of
              directors,  a  majority  of the  number of  directors  which  then
              constitutes the Board.

4.       Calling of  Meetings  - The Board,  the Chief  Executive  Officer,  the
         President  or any  director may at any time call a meeting of the Board
         to be held at the  time and  place  determined  by the  Board or by the
         person calling the meeting, as the case may be. Notice of every meeting
         so  called  shall  be  given  to each  director  not  less  than 2 days
         (exclusive of Saturdays,  Sundays and days on which banks generally are
         closed for business in the Province of Ontario) before the day on which
         the meeting is to be held.

5.       Chair - The  Chairperson or, if none, or in the  Chairperson's  absence
         from a meeting of the Board, the Chief Executive Officer, the President
         or, if none, or in the Chief Executive Officer and President's absence,
         a director chosen by the directors  present shall chair each meeting of
         the Board.

6.       First Meeting of New Board - If a quorum of directors is present,  each
         newly elected Board may hold its first  meeting  immediately  following
         the meeting of  shareholders  at which such Board was elected,  without
         notice.

7.       Votes to Govern - Unless otherwise  required by the articles or by law,
         at all  meetings  of the Board,  every  question  shall be decided by a
         majority of the votes cast on the question.  In the case of an equality
         of votes, the chair of the meeting shall have a casting vote.

                                    OFFICERS

         In addition to any officers  that may be appointed  and the  respective
         powers and duties given to such officers, the following officers of the
         Corporation, if appointed, shall have the following powers and duties:

8.       Chairperson - Subject to the authority of the Board,  the  Chairperson,
         if one is appointed, shall have such powers and duties as are specified
         by the Board and, when  present,  shall chair all meetings of the Board
         and all meetings of shareholders.

9.       President  - Subject to the  authority  of the Board and subject to the
         duties  imposed  upon  the  Chairperson,   if  one  is  appointed,  the
         President,  if one is appointed,  shall be responsible  for the general
         supervision of the business and affairs of the Corporation.

10.      Secretary - Subject to the authority of the Board,  the  Secretary,  if
         one is appointed, shall:

         (a)  give or cause  to be given  all  notices  required  to be given to
              shareholders, directors, auditors and members of committees; and

         (b)  attend all meetings of directors,  shareholders and committees and
              enter or  cause  to be  entered  in  books  kept for that  purpose
              minutes of all proceedings at such meetings.

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         The Secretary may delegate all or part of the  Secretary's  duties to a
nominee from time to time.

                             DOCUMENTS AND CONTRACTS

11.      Execution of Instruments - Deeds, transfers, assignments, contracts and
         any other  documents of the  Corporation  shall be signed by any one of
         the Chief Executive  Officer,  the president or a  vice-president  or a
         director  and  by  the  secretary  or  the  treasurer  or an  assistant
         secretary   or   an   assistant    treasurer   or   another   director.
         Notwithstanding any provision to the contrary contained in the by-laws,
         the Board may at any time or times  direct  the manner in which and the
         person or persons by whom any particular  deed,  transfer,  assignment,
         contract  or  other  document,  or  any  class  of  deeds,   transfers,
         assignments, contracts or other documents, shall be signed.

                            MEETINGS OF SHAREHOLDERS

12.      Notice - Notice  of the time and  place of a  meeting  of  shareholders
         shall be sent not less than 10 days before the meeting.

13.      Meetings Held By Electronic Means - If the directors or shareholders of
         the  Corporation  call a meeting of  shareholders,  those  directors or
         shareholders,  as the case may be, may determine that the meeting shall
         be held, in accordance with the Act, entirely by means of a telephonic,
         electronic   or  other   communication   facility   that   permits  all
         participants  to  communicate  adequately  with each  other  during the
         meeting.

14.      Quorum - **A quorum of shareholders  for the transaction of business is
         present  at a meeting  of  shareholders  if not less  than two  persons
         entitled to vote at the meeting are present in person.

15.      Chair  -  The  Chairperson  or,  if  none  is  appointed,   or  in  the
         Chairperson's  absence  from  a  meeting  of  shareholders,  the  Chief
         Executive   Officer  or   President   shall   chair  all   meetings  of
         shareholders. If there is no Chairperson,  President or Chief Executive
         Officer, or if none of them is present within 15 minutes after the time
         appointed for holding the meeting,  the persons  present at the meeting
         and entitled to vote thereat  shall vote to appoint one of their number
         to be the chair of the meeting.

16.      Persons  Entitled To Be Present - The only persons entitled to attend a
         meeting of shareholders are those entitled to vote thereat, the members
         of the Board,  the auditor of the  Corporation,  if any, and any others
         who are  entitled or  required  under any  provision  of the Act or the
         by-laws to be present at the meeting.  Any other person may be admitted
         only on the  invitation of the chair of the meeting or with the consent
         of the meeting.

17.      Scrutineers - At each meeting of shareholders,  one or more scrutineers
         may be appointed to serve at the meeting by a resolution of the meeting
         or by the chair of the meeting  with the consent of the  meeting.  Such
         scrutineers need not be shareholders of the Corporation.

18.      Voting

         (a)  Whenever a vote by a show of hands has been taken upon a question,
              every person  present and entitled to vote has one vote.  Unless a
              ballot is demanded, a declaration by the chair of the meeting that
              the vote  upon the  question  has been  carried  or  carried  by a
              particular  majority or not carried and an entry to that effect in
              the minutes of the  meeting is prima  facie  evidence of the fact,
              without proof of the number or proportion of the votes recorded in

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              respect of the question. A demand for a ballot may be withdrawn at
              any time prior to the taking of the ballot.

         (b)  Upon a ballot,  each  shareholder who is present or represented by
              proxy is entitled,  in respect of the shares which the shareholder
              is  entitled  to vote at the meeting  upon the  question,  to that
              number of votes  provided by the Act or the articles in respect of
              those shares.

19.      Votes To Govern - Unless otherwise  required by the articles or by law,
         at all meetings of shareholders, every question shall be decided by the
         majority of the votes cast on the question.  In the case of an equality
         of votes either by show of hands or by ballot, the chair of the meeting
         shall have a casting vote.

20.      Adjournment  - The chair of the  meeting  may,  with the consent of the
         meeting  and  subject to such  conditions  as the  meeting  may decide,
         adjourn the meeting of shareholders from time to time and from place to
         place.

                                     SHARES

21.      Enforcement  of  Liens  -  In  the  event  that  any  shareholder  (the
         "Defaulting  Shareholder")  defaults  in the  payment  of any  interest
         and/or  principal  due in  respect  of any  indebtedness  owing by such
         shareholder to the  Corporation  (the "Debt") when the same becomes due
         and payable and continues in such default for a period of 30 days after
         notice in writing  thereof  has been given by the  Corporation  to such
         shareholder:

         (a)  the  Corporation  may  sell  all or any  part of the  shares  then
              registered in the name of the Defaulting Shareholder (the "Subject
              Shares")  at a bona fide public or private  sale or  auction.  The
              terms  and  manner  of  auction  or  sale  shall  be at  the  sole
              discretion  of the  Corporation.  The  Corporation  may accept any
              offer which it in its absolute discretion considers advisable upon
              such  terms,  whether  cash or credit or  partly  cash and  partly
              credit, as it in its discretion considers advisable. Notice of any
              public or private sale or auction shall be given to the Defaulting
              Shareholder  at least 15 days prior to the date on which such sale
              is to be held. The proceeds of such sale shall be used and applied
              firstly  to the cost and  expense  of such  sale  incurred  by the
              Corporation,  including  security  transfer  taxes and legal fees,
              secondly to reimburse the Corporation for  out-of-pocket  expenses
              incurred in connection  with the sale, and thirdly for the payment
              in full of the Debt and other sums due to the Corporation from the
              Defaulting Shareholder. The balance of the proceeds, if any, shall
              be paid to the Defaulting Shareholder. If the proceeds of the sale
              are insufficient to pay the Debt, the Defaulting Shareholder shall
              remain liable to the Corporation for any such deficiency;

         (b)  the  Corporation  may apply any  dividends or other  distributions
              paid  or  payable  on or in  respect  of  the  Subject  Shares  in
              repayment of the Debt;

         (c)  where the Subject Shares are redeemable  pursuant to the articles,
              the  Corporation  may redeem all or part of the Subject Shares and
              apply the redemption price to the Debt;

         (d)  the  Corporation  may refuse to register a transfer of all or part
              of the Subject Shares until the Debt is paid; and

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         (e)  in  exercising  one or more of the rights  granted in this by-law,
              the Corporation  shall not prejudice or surrender any other rights
              of enforcement of its lien which may by law be available to it, or
              any other remedy  available to the  Corporation  for collection of
              the Debt, and the Defaulting  Shareholder  shall remain liable for
              any deficiency remaining.

                            PAYMENTS BY CORPORATION

22.      Dividends  - A dividend  payable in cash shall be paid by cheque to the
         order of each  registered  holder of shares of the class in  respect of
         which such  dividend  has been  declared  as at the record date for the
         determination  of  shareholders  entitled to receive such  dividend and
         shall be  delivered  to each such  holder or mailed by  ordinary  mail,
         postage  prepaid,  to such holder at its last address  appearing on the
         central  securities  register of the Corporation.  In the case of joint
         holders  the cheque  shall be made  payable to the order of all of such
         joint  holders  and,  if more than one  address  appears on the central
         securities  register  of the  Corporation  in  respect  of  such  joint
         holding,  the cheque shall be delivered or mailed to the first  address
         so appearing. The mailing or delivery of such cheque as aforesaid shall
         satisfy and  discharge  all liability for the dividend to the extent of
         the sum represented  thereby,  unless such cheque is not paid at par in
         Canadian funds on due  presentation  at the  municipality  in which the
         registered  office of the  Corporation is situate or at any other place
         where it is by its terms  payable.  In the event of  non-receipt of any
         dividend  cheque by the  person to whom it is  mailed or  delivered  as
         aforesaid,  the  Corporation  shall issue to such person a  replacement
         cheque for a like amount upon being  furnished  with such indemnity and
         evidence of non-receipt  as the Board may from time to time  prescribe,
         whether generally or in any particular case.

                                     NOTICE

23.      Notice to Joint  Shareholders  - All notices with respect to any shares
         registered in more than one name may, if more than one address  appears
         on the books of the  Corporation in respect to such joint  holding,  be
         given to such joint shareholders at the first address so appearing, and
         notice so given  shall be  sufficient  notice to all of the  holders of
         such shares.

24.      Omissions  and Errors - The  accidental  omission to give any notice to
         any shareholder, director, officer or auditor or the non-receipt of any
         notice by any shareholder, director, officer or auditor or any error in
         any notice not affecting the substance thereof shall not invalidate any
         action taken at any meeting  held  pursuant to such notice or otherwise
         founded thereon.

                             SHAREHOLDERS' AGREEMENT

25.      Conflicting  Provisions  -  Notwithstanding  anything  contained in the
         by-laws,  the  provisions of the by-laws shall be amended to the extent
         necessary  to  give  effect  to the  provisions  of  any  shareholders'
         agreement in force between the Corporation and its shareholders, and to
         the extent that there is any  conflict  between the  provisions  of the
         by-laws and any such  shareholders'  agreement,  the provisions of such
         shareholders' agreement shall prevail.


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                                By-law Amendment

                                  BY-LAW NO. 8

                  A by-law to amend By-law No. 1 of ALTAIR NANOTECHNOLOGIES INC.

                                                             (the "Corporation")

BE IT ENACTED as a by-law of the Corporation as follows:

29.      INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

         a)   To the maximum  extent  permitted  by law, the  Corporation  shall
              indemnify  a  director  or officer  of the  Corporation,  a former
              director or officer of the  Corporation,  or any other  individual
              (regardless  of  whether  the  other  individual  is or is  not an
              officer  or  director  or a  former  officer  or  director  of the
              Corporation) who acts or acted at the Corporation's request for or
              on behalf of  another  entity as a  director  or officer or in any
              similar  capacity,  including  action as an  employee of the other
              entity in the capacity of an attorney,  against all costs, charges
              and expenses  reasonably  incurred by the individual in respect of
              any   threatened,    pending   or   completed   civil,   criminal,
              administrative,  investigative  or other  proceeding  in which the
              individual  is  involved  or  threatened  to become  involved as a
              party,  a  witness  or  in  any  other  fashion  because  of  that
              association with the Corporation or with the other entity.  If but
              only if a  proceeding  is a  derivative  action  brought  by or on
              behalf  of the  Corporation  or some  other  entity  to  procure a
              judgement in its favour, the indemnification  that is provided for
              in this  Section  29(a)  and the  advancement  of  monies  that is
              provided for in Section 29(c) shall  require  prior  approval by a
              court of competent jurisdiction.

         b)   Regardless of Section 29(a),  the Corporation  shall not indemnify
              an  individual  if it is  ultimately  determined  by a  final  and
              unappealable  decision of a court of competent  jurisdiction  that
              (i) he or she did not act  honestly  and in good faith with a view
              to the best interests of the  Corporation  or, as the case may be,
              to the best  interests  of the  other  entity  for which he or she
              acted as a director  or officer  or in a similar  capacity  at the
              Corporation's  request,  or  (ii)  that  he or she  did  not  have
              reasonable  grounds  for  believing  that his or her  conduct  was
              lawful  in the case of a  criminal  or  administrative  action  or
              proceeding that is enforced by a monetary penalty.


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         c)   The  Corporation  shall  advance  monies to a  director,  officer,
              employee or other  indemnified  individual for the costs,  charges
              and  expenses  of any  threatened  or pending  proceeding  that is
              referred to in Section  29(a) as they are  incurred and before the
              final  disposition  of the  proceeding as soon as the  Corporation
              receives  an  unsecured   conditional   personal  promissory  note
              obligating  the individual who is entitled to receive the advanced
              monies to repay them if it is ultimately determined by a final and
              unappealable  decision of a court of competent  jurisdiction  that
              the individual  must repay the advances  because he or she did not
              satisfy the conditions for  indemnification  that are set forth in
              Section  29(b).  An  individual's  right to  advancement of monies
              under this Section 29(c) is separate and independent of his or her
              ultimate  right to  indemnification  under Section  29(a),  and no
              preliminary  determination  that  he or  she  will  ultimately  be
              entitled to indemnification  shall be required before the advances
              required by this  Section  29(c) must be made to him or her by the
              Corporation. For purposes of the advances required by this Section
              29(c), there shall be a presumption that the individual  receiving
              advanced   monies   satisfied  or  satisfies  the  conditions  for
              indemnification  that  are set  forth  in  Section  29(b)  and the
              presumption  shall  continue  to  apply  unless  and  until  it is
              determined  by a final  and  unappealable  decision  of a court of
              competent jurisdiction that the individual does or did not satisfy
              the conditions for  indemnification  that are set forth in Section
              29(b).

         d)   For  purposes  of Section  29(a)  related to  indemnification  and
              Section  29(c)  related to the  advancement  of monies,  the words
              "costs,  charges  and  expenses"   (collectively  referred  to  as
              "Expenses")  shall be broadly construed and shall include Expenses
              actually and  reasonably  paid or incurred in connection  with the
              establishment, confirmation, approval, or enforcement of any right
              to indemnification or advancement of monies under these by-laws as
              well  as  Expenses  paid  or  incurred  in  connection   with  the
              prosecution  of any claim,  counterclaim,  or affirmative or other
              defense in or the investigation,  conduct, settlement or appeal of
              any  proceeding  that is  referred  to in  Section  29(a).  To the
              maximum extent  permitted by law,  Expenses shall include  amounts
              paid  in  settlement,   judgements,   fines  penalties  and  other
              liabilities  of every  kind and  character.  Expenses  shall  also
              include,  without limitation (i) attorney's fees, (ii) the fees of
              any  expert  witness,  investigator,  or other  individual  who is
              employed by or acting at the request of an attorney,  (iii) filing
              fees and any other  costs  imposed  by or paid to a court or other
              agency or tribunal,  (iv)  amounts paid or incurred in  connection
              with the taking, reporting, and transcription of depositions,  (v)
              witness  fees and  mileage,  (vi)  amounts  paid or  incurred  for
              computerized legal or factual research, the preparation of models,
              exhibits  or  similar  materials  for use at trial  or  otherwise,
              transportation, lodging, meals, long-distance telephone, telecopy,
              photocopying,  postage,  freight,  and delivery service, and (vii)
              reasonable  compensation  to an  individual  for  which  he is not
              otherwise  compensated by the  Corporation or other entity for his
              or her time spent  while  engaged in the  investigation,  conduct,
              settlement,  or appeal of any  proceeding  that is  referred to in
              Section 29(a).

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         e)   As soon as the Corporation has received the unsecured  conditional
              personal  promissory  note that is required by Section 29(c),  the
              Corporation  shall advance monies to an individual who is entitled
              to advancement  under Section 29(c) and the advances shall be made
              in the fashion required by this Section 29(e). Within fifteen (15)
              days aver the Corporation  receives a written statement  itemizing
              Expenses to be  advanced  from the  individual  who is entitled to
              advancement; the Corporation shall advance them by delivery to him
              or her of a  cashier's  check  made  payable to him or her in. the
              full  amount of the  itemized  Expenses.  Copies  of all  relevant
              receipts and invoices must accompany the itemized  statement,  but
              no invoice  from an attorney  must  include  information  that the
              attorney  believes  is  subject  to  the  attorney-client  or  the
              solicitor-client   privilege.   No  question  by  the  Corporation
              concerning the itemized  statement shall delay  advancement of the
              full amount of Expenses itemized  therein,  but advancement of the
              Expenses by the Corporation  shall not prejudice the Corporation's
              right to later  question  the  accuracy or  reasonableness  of any
              itemized  statement in any court of competent  jurisdiction if and
              when the Corporation chooses to do so.

         f)   The provisions for  indemnification and advancement of monies that
              are contained in these  by-laws  shall not be deemed  exclusive of
              any other rights to which any person  seeking  indemnification  or
              advancement  may be entitled under the Act, other  applicable law,
              or any agreement,  vote of shareholders or directors or otherwise,
              both as to action in the individual's  official capacity and as to
              action in another capacity,  and shall continue as to a person who
              has ceased to be a  director,  officer,  employee  or agent of the
              Corporation or of another entity and shall inure to the benefit of
              the heirs and legal  representatives  of such a person. The rights
              to indemnification and advancement of monies that are contained in
              these  by-laws  shall be  presumed to have been relied upon by the
              directors,  officers,  employees and agents of the  Corporation or
              other entity and shall be enforceable as a contract right.

REPEAL
------

Paragraph  No. 29 of By-law No. 1 with respect to  Indemnity  of  Directors  and
Officers be revoked, and any other by-laws inconsistent herewith be and the same
are hereby repealed.

AMENDMENT EFFECTIVE SEPTEMBER 30, 2004

Section 14 of By-law No. 1, be amended to read as follows:

A quorum of shareholders for the transaction of business is present at a meeting
of  shareholders  if not less than 33 ? of the  shares  entitled  to vote at the
meeting are present in person or represented by proxy.



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