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                                                                     Exhibit 3.2


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                               GENERAL MAGIC, INC.
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                                TABLE OF CONTENTS

                                (continued)

                                                                            Page
                                                                            ----

I STOCKHOLDERS................................................................1

         1.1. Annual Meeting..................................................1
         1.2. Special Meetings................................................1
         1.3. Notice of Meetings..............................................1
         1.4. Quorum..........................................................1
         1.5. Conduct of the Stockholders' Meeting............................2
         1.6. Conduct of Business.............................................2
         1.7. Notice of Stockholder Business..................................2
         1.8. Proxies and Voting..............................................3
         1.9. Stock List......................................................4

II BOARD OF DIRECTORS.........................................................4

         2.1. Number and Term of Office.......................................4
         2.2. Vacancies and Newly Created Directorships.......................4
         2.3. Removal.........................................................4
         2.4. Regular Meetings................................................5
         2.5. Special Meetings................................................5
         2.6. Quorum; Required Approvals......................................5
         2.7. Participation in Meetings by Conference Telephone...............5
         2.8. Conduct of Business.............................................5
         2.9. Powers..........................................................6
         2.10. Compensation of Directors......................................6
         2.11. Nomination of Director Candidates..............................6

III COMMITTEES................................................................8

         3.1. Committees of the Board of Directors............................8
         3.2. Nominating Committee............................................8
         3.3. Conduct of Business.............................................8

IV OFFICERS...................................................................8

         4.1. Generally.......................................................8
         4.2. Chairman of the Board and Chief Executive Officer...............9
         4.3. President and Chief Operating Officer...........................9
         4.4. Vice President..................................................9
         4.5. Treasurer and Chief Financial Officer...........................9
         4.6. Secretary.......................................................9
         4.7. Assistant Secretary............................................10
         4.8. Subordinate Officers, etc......................................10
         4.9. Delegation of Authority........................................10
         4.10. Removal.......................................................10
         4.11. Action With Respect to Securities of Other Corporations.......10

V STOCK  10

         5.1. Certificates of Stock..........................................10
         5.2. Transfers of Stock.............................................11

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                                TABLE OF CONTENTS

                                   (continued)

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                                                                            ----

         5.3. Record Date....................................................11
         5.4. Lost, Stolen or Destroyed Certificates.........................11
         5.5. Regulations....................................................11

VI NOTICES...................................................................11

         6.1. Notices........................................................11
         6.2. Waivers........................................................11

VII MISCELLANEOUS............................................................12

         7.1. Facsimile Signatures...........................................12
         7.2. Corporate Seal.................................................12
         7.3. Reliance Upon Books, Reports and Records.......................12
         7.4. Fiscal Year....................................................12
         7.5. Time Periods...................................................12

VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS...............................13

         8.1. Right to Indemnification.......................................13
         8.2. Right of Claimant to Bring Suit................................13
         8.3. Non-Exclusivity of Rights......................................14
         8.4. Indemnification Contracts......................................14
         8.5. Insurance......................................................14
         8.6. Effect of Amendment............................................14

IX AMENDMENTS................................................................14

         9.1. Amendment of Bylaws............................................15

                                      -ii-
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                               GENERAL MAGIC, INC.

                             A DELAWARE CORPORATION

                                     BYLAWS


                                        I

                                  STOCKHOLDERS

         1.1. Annual Meeting. An annual meeting of the stockholders, for the
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen months
subsequent to the later of the date of incorporation or the last annual meeting
of stockholders.

         1.2. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes prescribed in the notice of the meeting, may be called only
by (i) the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any such resolution
is presented to the Board of Directors for adoption) or (ii) the Chairman of the
Board or (iii) the President or (iv) the holders of not less than 10% of all
shares entitled to cast votes at the meeting, voting together as a single class
and shall be held at such place, on such date, and at such time as they shall
fix. Business transacted at special meetings shall be confined to the purpose or
purposes stated in the notice.

         1.3. Notice of Meetings. Subject to Section 6.1 hereof, written
notice of the place, date, and time of all meetings of the stockholders shall be
given, not less than ten (10) nor more than sixty (60) days before the date on
which the meeting is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here
and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation).

         When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         1.4. Quorum. At any meeting of the stockholders, the holders of a
majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall

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constitute a quorum for all purposes, unless or except to the extent that the
presence of a larger number may be required by law.

         If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, 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 the votes cast at such meeting.

         1.5. Conduct of the Stockholders' Meeting. At every meeting of the
stockholders, the Chairman, if there is such an officer, or if not, the
President of the Corporation, or in his absence the Vice President designated by
the President, or in the absence of such designation any Vice President, or in
the absence of the President or any Vice President, a chairman chosen by the
majority of the voting shares represented in person or by proxy, shall act as
Chairman. The Secretary of the Corporation or a person designated by the
Chairman shall act as Secretary of the meeting. Unless otherwise approved by the
Chairman, attendance at the stockholders' meeting is restricted to stockholders
of record, persons authorized in accordance with Section 1.8 of these Bylaws to
act by proxy, and officers of the Corporation.

         1.6. Conduct of Business. The Chairman shall call the meeting to order,
establish the agenda, and conduct the business of the meeting in accordance
therewith or, at the Chairman's discretion, it may be conducted otherwise in
accordance with the wishes of the stockholders in attendance. The date and time
of the opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the meeting.

         The Chairman shall also conduct the meeting in an orderly manner, rule
on the precedence of and procedure on, motions and other procedural matters, and
exercise discretion with respect to such procedural matters with fairness and
good faith toward all those entitled to take part. The Chairman may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one stockholder. Should any person in attendance
become unruly or obstruct the meeting proceedings, the Chairman shall have the
power to have such person removed from participation. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at a meeting
except in accordance with the procedures set forth in this Section 1.6 and
Section 1.7, below. The Chairman of a 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 1.6 and
Section 1.7, 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.

         1.7. Notice of Stockholder Business. At an annual or special meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before a meeting,
business must be (a) specified in the notice

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of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) properly brought before the meeting by or at the direction of
the Board of Directors, (c) properly brought before an annual meeting by a
stockholder, or (d) properly brought before a special meeting by a stockholder,
but if, and only if, the notice of a special meeting provides for business to be
brought before the meeting by stockholders. For business to be properly brought
before a 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 proposal to be presented at an annual meeting shall be received at
the Corporation's principal executive offices not less than 120 calendar days in
advance of the date that the Corporation's (or the Corporation's predecessor's)
proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders, except that if no annual meeting was held
in the previous year or the date of the annual meeting has been changed by more
than 30 calendar days from the date contemplated at the time of the previous
year's proxy statement, or in the event of a special meeting, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
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 or special meeting (a) a brief description of the
business desired to be brought before the annual or special meeting and the
reasons for conducting such business at the special 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.

         1.8. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting. No stockholder may authorize
more than one proxy for his shares.

         Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his or her name on the record date for the
meeting, except as otherwise provided herein or required by law.

         All voting, including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

         All elections shall be determined by a plurality of the votes cast
unless otherwise required by the Certificate of Incorporation, and except as
otherwise required by law or the Certificate of Incorporation, all other matters
shall be determined by a majority of the votes cast.

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         1.9. Stock List. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.

         The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.


                                       II

                               BOARD OF DIRECTORS

         2.1. Number and Term of Office.

              (a) The number of directors shall be five (5), and thereafter
shall be fixed from time to time exclusively by the Board of Directors pursuant
to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for
adoption), provided that in no event shall the number of directors exceed twelve
(12).

              (b) A vacancy resulting from the removal of a director by the
stockholders as provided in Article II, Section 2.3 below may be filled at a
special meeting of the stockholders held for that purpose. All directors shall
hold office until the expiration of the term for which elected and until their
respective successors are elected, except in the case of the death, resignation
or removal of any director.

         2.2. Vacancies and Newly Created Directorships. Subject to the rights
of the holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification or other cause (other than removal from office by a
vote of the stockholders) may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders at which
the term of office of the class to which they have been elected expires. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

         2.3. Removal. Subject to the rights of holders of any series of
Preferred Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, with or without cause, but
only by the affirmative vote of the holders of at least a majority

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of the voting power of all of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class. Vacancies in the Board of Directors resulting from
such removal may be filled by a majority of the directors then in office, though
less than a quorum, or by the stockholders as provided in Article II, Section
2.1(b) above. Directors so chosen shall hold office until the next annual
meeting of stockholders.

         2.4. Regular Meetings. Regular meetings of the Board of Directors shall
be held at such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.

         2.5. Special Meetings. Special meetings of the Board of Directors may
be called by one-third of the directors then in office (rounded up to the
nearest whole number) or by the chief executive officer and shall be held at
such place, on such date, and at such time as they or he or she shall fix.

         2.6. Quorum; Required Approvals. At any meeting of the Board of
Directors, one third of the total number of authorized directors shall
constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof. If a quorum is present,
the affirmative vote of a majority of the directors attending the meeting and
entitled to vote shall be the act of the Board of Directors; provided, however,
any action of the Board of Directors with respect to certain matters enumerated
below (the "Supermajority Matters") shall require the affirmative vote of
two-thirds of the total number of authorized directors.

         The Supermajority Matters are:

              (1) The amendment of Section 3.2 of the Bylaws with respect to the
Nominating Committee.

              (2) The approval of any waiver or amendment of the obligations of
a Founding Partner under Section 6 of the Stock Purchase Agreement as dated
November 30, 1994, by and among the Corporation and Founding Partners and
Founders (as defined therein).

              (3) The amendment of this Section 2.6 of the Bylaws.

         2.7. Participation in Meetings by Conference Telephone. Members of the
Board of Directors, 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.

         2.8. Conduct of Business. At any meeting of the Board of Directors,
business shall be transacted in such order and manner as the Board may from time
to time determine, and all

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matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.

         2.9. Powers. Subject to Section 2.6 of Article II of these Bylaws, the
Board of Directors may, except as otherwise required by law, exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, including, without limiting the generality of the foregoing, the
unqualified power:

              (a) To declare dividends from time to time in accordance with law;

              (b) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

              (c) To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;

              (d) To remove any officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of any officer
upon any other person for the time being;

              (e) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;

              (f) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;

              (g) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and

              (h) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business and affairs.

         2.10. Compensation of Directors. Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.

         2.11. Nomination of Director Candidates. Subject to the rights of
holders of any class or series of Preferred Stock then outstanding, nominations
for the election of directors may be made by the Board of Directors. Nominations
for the election of directors may also be made by

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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
timely notice of such stockholder's intent to make such nomination or
nominations has been given in writing to the Secretary of the Corporation. To be
timely, a stockholder's nomination for a director to be elected at an annual
meeting shall be received at the Corporation's principal executive offices not
less than 120 calendar days in advance of the date that the Corporation's (or
the Corporation's Predecessor's) proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, or in the event
of a nomination for director to be elected at a special meeting, notice by the
stockholders to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. 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 for the election of directors on the date of such notice 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, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected.

         In the event that a person is validly designated as a nominee in
accordance with this Section 2.11 and shall thereafter become unable or
unwilling to stand for election to the Board of Directors, the Board of
Directors or the stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee upon delivery, not fewer than five days prior to
the date of the meeting for the election of such nominee, of a written notice to
the Secretary setting forth such information regarding such substitute nominee
as would have been required to be delivered to the Secretary pursuant to this
Section 11 had such substitute nominee been initially proposed as a nominee.
Such notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each such substitute nominee.

         If the chairman of the meeting for the election of directors determines
that a nomination of any candidate for election as a director at such meeting
was not made in accordance with the applicable provisions of this Section 2.11,
such nomination shall be void; provided, however, that nothing in this Section
2.11 shall be deemed to limit any voting rights upon the occurrence of dividend
arrearages provided to holders of Preferred Stock pursuant to the Preferred
Stock designation for any series of Preferred Stock.

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                                       III

                                   COMMITTEES

         3.1. Committees of the Board of Directors. The Board of Directors, by a
vote of a majority of the whole Board, may from time to time designate
committees of the Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall, for those
committees and any others provided for herein, elect a director or directors to
serve as the member or members, designating, if it desires, other directors as
alternate members who may replace any absent or disqualified member at any
meeting of the committee. Any committee so designated may exercise the power and
authority of the Board of Directors to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General Corporation Law if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide. In the absence or disqualification of any member of any
committee and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or she or they constitute a quorum, may by unanimous vote appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member.

         3.2. Nominating Committee. Effective as of the date of adoption of
these Bylaws, the Corporation shall have a Nominating Committee, which shall
recommend to the Board from time to time candidates for nomination for election
as director of the Corporation. The Nominating Committee shall be composed of
four (4) persons, all of whom shall be directors appointed to the Nominating
Committee by the Board of Directors (provided that one of the directors so
appointed shall be the Company's Chief Executive Officer and the other director
so appointed shall be a non-employee director selected by the Board of
Directors).

         3.3. Conduct of Business. Each committee may determine the procedural
rules for meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by law. Adequate
provision shall be made for notice to members of all meetings; one-third of the
authorized members shall constitute a quorum unless the committee shall consist
of one or two members, in which event one member shall constitute a quorum; and
all matters shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.

                                       IV

                                    OFFICERS

         4.1. Generally. The officers of the Corporation shall be a Chairman of
the Board and Chief Executive Officer, a President and Chief Operating Officer,
a Vice President, a Secretary, and a Treasurer, who shall be the Chief Financial
Officer of the Corporation. The Corporation may also have, at the discretion of
the Board of Directors, one or more additional Vice

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Presidents, one or more Assistant Secretaries, and such other officers as may be
appointed in accordance with the provisions of Section 4.8 below. One person may
hold two or more offices.

         4.2. Chairman of the Board and Chief Executive Officer. The Chairman of
the Board shall, if present, preside at all meetings of the Board of Directors.
The Chairman of the Board shall also be the general manager and chief executive
officer ("CEO") of the Corporation, and shall, as CEO, subject to the control of
the Board of Directors, have general supervision, direction and control of the
business and officers of the Corporation. He shall, as CEO, preside at all
meetings of the stockholders. He shall, as CEO, be an ex officio member of all
standing committees, including the executive committee, if any and shall have
the general powers and duties of management usually vested in the office of CEO
of a corporation, and shall have such other powers as may be assigned to him by
the Board of Directors or prescribed by these Bylaws.

         4.3. President and Chief Operating Officer. Subject to the supervisory
powers as given by the Board of Directors to the Chairman of the Board and CEO,
the President shall be the chief operating officer of the Corporation,
responsible for the day-to-day supervision and direction of the business of the
Corporation and of the officers of the Corporation reporting to him. The
President shall have such other powers and duties as may be prescribed by the
Board of Directors or by these Bylaws.

         4.4. Vice President. In the absence or disability of the President, the
Vice Presidents in order of their rank as fixed by the Board of Directors, or if
not ranked, the Vice President designated by the Board of Directors, shall
perform the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors
or these Bylaws.

         4.5. Treasurer and Chief Financial Officer. The Treasurer and Chief
Financial Officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account in written form or any other
form capable of being converted into written form.

              The Treasurer and Chief Financial Officer shall deposit all monies
and other valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
all funds of the Corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all of his transactions as Treasurer and Chief Financial Officer and of the
financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by
these Bylaws.

         4.6. Secretary. The Secretary shall keep, or cause to be kept, a book
of minutes in written form of the proceedings of the Board of Directors,
committees of the Board, and stockholders. Such minutes shall include all
waivers of notice, consents to the holding of meetings, or approvals of the
minutes of meetings executed pursuant to these Bylaws or the

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Delaware General Corporation Law. The Secretary shall keep, or cause to be kept
at the principal executive office or at the office of the Corporation's transfer
agent or registrar, a record of its stockholders, giving the names and addresses
of all stockholders and the number and class of shares held by each.

         The Secretary shall give or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors required by these Bylaws or by
law to be given, and shall keep the seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or these Bylaws.

         4.7. Assistant Secretary. The Assistant Secretary shall have all the
powers, and perform all the duties of, the Secretary in the absence or inability
of the Secretary to act.

         4.8. Subordinate Officers, etc. The Board of Directors may appoint such
other officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in these Bylaws or as the Board of Directors may from time to
time determine.

         4.9. Delegation of Authority. The Board of Directors may from time to
time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.

         4.10. Removal. Any officer of the Corporation may be removed at any
time, with or without cause, by the Board of Directors.

         4.11. Action With Respect to Securities of Other Corporations. Unless
otherwise directed by the Board of Directors, the Chairman of the Board, the
President or any officer of the Corporation authorized by either the Chairman of
the Board or the President shall have power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of stockholders of or
with respect to any action of stockholders of any other corporation in which
this Corporation may hold securities and otherwise to exercise any and all
rights and powers which this Corporation may possess by reason of its ownership
of securities in such other corporation.

                                        V

                                     STOCK

         5.1. Certificates of Stock. Each stockholder shall be entitled to a
certificate signed by, or in the name of the Corporation by, the Chairman of the
Board, the President or a Vice President, and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of
shares owned by him or her. Any of or all the signatures on the certificate may
be facsimile.

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         5.2. Transfers of Stock. Transfers of stock shall be made only upon the
transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 5.4 of Article V
of these Bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

         5.3. Record Date. The Board of Directors may fix a record date, which
shall not be more than sixty (60) nor fewer than ten (10) days before the date
of any meeting of stockholders, nor more than sixty (60) days prior to the time
for the other action hereinafter described, as of which there shall be
determined the stockholders who are entitled: to notice of or to vote at any
meeting of stockholders or any adjournment thereof; to receive payment of any
dividend or other distribution or allotment of any rights; or to exercise any
rights with respect to any change, conversion or exchange of stock or with
respect to any other lawful action.

         5.4. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

         5.5. Regulations. The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as the Board
of Directors may establish.

                                       VI

                                    NOTICES

         6.1. Notices. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by prepaid
telegram, mailgram, telecopy or commercial courier service. Any such notice
shall be addressed to such stockholder, director, officer, employee or agent at
his or her last known address as the same appears on the books of the
Corporation. The time when such notice shall be deemed to be given shall be the
time such notice is received by such stockholder, director, officer, employee or
agent, or by any person accepting such notice of behalf of such person, if hand
delivered, or the time such notice is dispatched, if delivered through the mails
or by telegram or mailgram. Notice of the place, date, and time of special
meetings of the Board of Directors shall be given each director by whom it is
not waived by mailing written notice not fewer than five (5) days before the
meeting or by telegraphing or personally delivering the same not fewer than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.

         6.2. Waivers. A written waiver of any notice, signed by a stockholder,
director, officer, employee or agent, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such stockholder, director,

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<PAGE>   15
officer, employee or agent. Neither the business nor the purpose of any meeting
need be specified in such a waiver.

                                       VII

                                 MISCELLANEOUS

         7.1. Facsimile Signatures. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

         7.2. Corporate Seal. The Board of Directors may provide a suitable
seal, containing the name of the Corporation, which seal shall be in the charge
of the Secretary. If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the Treasurer
or by an Assistant Secretary or Assistant Treasurer.

         7.3. Reliance Upon Books, Reports and Records. Each director, each
member of any committee designated by the Board of Directors, and each officer
of the Corporation shall, in the performance of his duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.

         7.4. Fiscal Year. The fiscal year of the Corporation shall be as fixed
by the Board of Directors.

         7.5. Time Periods. In applying any provision of these Bylaws which
require that an act be done or not done a specified number of days prior to an
event or that an act be done during a period of a specified number of days prior
to an event, calendar days shall be used, the day of the doing of the act shall
be excluded, and the day of the event shall be included.

                                       12
<PAGE>   16
                                      VIII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         8.1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director, officer or employee of
the Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer or employee or in any other capacity
while serving as a director, officer or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by Delaware Law, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said Law permitted the Corporation
to provide prior to such amendment) against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
amounts paid or to be paid in settlement and amounts expended in seeking
indemnification granted to such person under applicable law, this bylaw or any
agreement with the Corporation) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Section 8.2 of this Article VIII, the Corporation
shall indemnify any such person seeking indemnity in connection with an action,
suit or proceeding (or part thereof) initiated by such person only if (a) such
indemnification is expressly required to be made by law, (b) the action, suit or
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation, (c) such indemnification is provided by the Corporation, in its
sole discretion, pursuant to the powers vested in the Corporation under the
Delaware General Corporation Law, or (d) the action, suit or proceeding (or part
thereof) is brought to establish or enforce a right to indemnification under an
indemnity agreement or any other statute or law or otherwise as required under
Section 145 of the Delaware General Corporation Law. Such right shall be a
contract right and shall include the right to be paid by the Corporation
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, unless the Delaware General Corporation
Law then so prohibits, the payment of such expenses incurred by a director or
officer of the Corporation in his or her capacity as a director or officer (and
not in any other capacity in which service was or is tendered by such person
while a director or officer, including, without limitation. service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it
should be determined ultimately that such director or officer is not entitled to
be indemnified under this Section or otherwise.

         8.2. Right of Claimant to Bring Suit. If a claim under Section 8.1 of
this Article VIII is not paid in full by the Corporation within ninety (90) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to

                                       13
<PAGE>   17
recover the unpaid amount of the claim and, if such suit is not frivolous or
brought in bad faith, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. The burden of proving such claim shall be on the
claimant. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any, has been
tendered to this Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or 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 or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel,
or 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 claimant
has not met the applicable standard of conduct.

         8.3. Non-Exclusivity of Rights. The rights conferred on any person in
Sections 8.1 and 8.2 of this Article VIII shall not be exclusive of any other
right which such persons may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

         8.4. Indemnification Contracts. The Board of Directors is authorized to
enter into a contract with any director, officer, employee or agent of the
Corporation, or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including employee benefit plans, providing
for indemnification rights equivalent to or, if the Board of Directors so
determines, greater than, those provided for in this Article VIII.

         8.5. Insurance. The Corporation shall maintain insurance to the extent
reasonably available, at its expense, to protect itself and any such director,
officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.

         8.6. Effect of Amendment. Any amendment, repeal or modification of any
provision of this Article VIII by the stockholders and the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification.

                                       IX

                                   AMENDMENTS

                                       14
<PAGE>   18
         9.1. Amendment of Bylaws. Subject to Section C, subsection 6(b) of
Article FOURTH of the Certificate of Incorporation and Article II, Section 2.6
hereof, the Board of Directors is expressly empowered to adopt, amend or repeal
Bylaws of the Corporation. Subject to Section C, subsection 6(b) of Article
FOURTH of the Certificate of Incorporation and Article II, Section 2.6 hereof,
any adoption, amendment or repeal of Bylaws of the Corporation by the Board of
Directors shall require the approval of a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any resolution providing for adoption,
amendment or repeal is presented to the Board). The stockholders shall also have
power to adopt, amend or repeal the Bylaws of the Corporation. Any adoption,
amendment or repeal of Bylaws of the Corporation by the stockholders shall
require, in addition to any vote of the holders of any class or series of stock
of the Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.

                                       15
<PAGE>   19
              Secretary's Certificate of Adoption of Amended and Restated Bylaws

         I hereby certify that I am the duly elected and acting Secretary of
General Magic, Inc., a Delaware corporation (the "Corporation"), and that the
foregoing Amended and Restated Bylaws, comprising sixteen (16) pages, constitute
the Amended and Restated Bylaws of the Corporation as duly adopted on December
6, 1996, by written consent of the Board of Directors of the Corporation.

         IN WITNESS WHEREOF, I have hereunto subscribed my name on December 6,
1996.
                                              /s/ Mary E. Doyle
                                              ----------------------------------
                                              Mary E. Doyle, Secretary

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