EXHIBIT 3.2



BY-LAWS



OF



DIGITAL GENERATION SYSTEMS, INC.



(A DELAWARE CORPORATION)





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TABLE OF
CONTENTS



|ARTICLE I OFFICES                   |  | 1                                        
|----------------------------------- |  | -----------------------------------------
|                                   
|Section 1.                          |  | Registered Office                        
|                                   
|Section 2.                          |  | Other Offices                            
|                                   
|ARTICLE II MEETINGS OF STOCKHOLDERS |  | 1                                        
|                                   
|Section 1.                          |  | Time and Place of Meetings               
|                                   
|Section 2.                          |  | Annual Meetings                          
|                                   
|Section 3.                          |  | Notice of Annual Meetings                
|                                   
|Section 4.                          |  | Special Meetings                         
|                                   
|Section 5.                          |  | Notice of Special Meetings               
|                                   
|Section 6.                          |  | Quorum                                   
|                                   
|Section 7.                          |  | Organization                             
|                                   
|Section 8.                          |  | Voting                                   
|                                   
|Section 9.                          |  | List of Stockholders                     
|                                   
|Section 10.                         |  | Inspectors of Votes                      
|                                   
|Section 11.                         |  | Actions Without a Meeting                
|                                   
|ARTICLE III BOARD OF DIRECTORS      |  | 3                                        
|                                   
|Section 1.                          |  | Powers                                   
|                                   
|Section 2.                          |  | Number, Qualification, and Term of Office
|                                   
|Section 3.                          |  | Resignations                             
|                                   
|Section 4.                          |  | Removal of Directors                     
|                                   
|Section 5.                          |  | Vacancies                                
|                                   
|MEETINGS OF THE BOARD OF DIRECTORS  |  | 4                                        



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|Section 6.              |  | Place of Meetings                                         |  | 4
|----------------------- |  | --------------------------------------------------------- |  | -
|                       
|Section 7.              |  | Annual Meetings                                           |  | 4
|                       
|Section 8.              |  | Regular Meetings                                          |  | 4
|                       
|Section 9.              |  | Special Meetings; Notice                                  |  | 4
|                       
|Section 10.             |  | Quorum and Manner of Acting                               |  | 4
|                       
|Section 11.             |  | Remuneration                                              |  | 4
|                       
|COMMITTEES OF DIRECTORS |  | 5                                                        
|                       
|Section 12.             |  | Executive Committee; How Constituted and Powers           |  | 5
|                       
|Section 13.             |  | Organization                                              |  | 5
|                       
|Section 14.             |  | Meetings                                                  |  | 5
|                       
|Section 15.             |  | Quorum and Manner of Acting                               |  | 5
|                       
|Section 16.             |  | Other Committees                                          |  | 5
|                       
|Section 17.             |  | Alternate Members of Committees                           |  | 6
|                       
|Section 18.             |  | Minutes of Committees                                     |  | 6
|                       
|GENERAL                 |  |                                                           |  | 6
|                       
|Section 19.             |  | Actions Without a Meeting                                 |  | 6
|                       
|Section 20.             |  | Presence at Meetings by Means of Communications Equipment |  | 6
|                       
|ARTICLE IV NOTICES      |  | 6                                                        
|                       
|Section 1.              |  | Type of Notice                                            |  | 6
|                       
|Section 2.              |  | Waiver of Notice                                          |  | 6
|                       
|Section 3.              |  | When Notice Unnecessary                                   |  | 7
|                       
|ARTICLE V OFFICERS      |  | 7                                                        
|                       
|Section 1.              |  | General                                                   |  | 7



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|Section 2.                 |  | Election or Appointment                                               |  | 7 
|-------------------------- |  | --------------------------------------------------------------------- |  | --
|                          
|Section 3.                 |  | Salaries of Elected Officers                                          |  | 7 
|                          
|Section 4.                 |  | Term                                                                  |  | 7 
|                          
|Section 5.                 |  | Chairman of the Board                                                 |  | 7 
|                          
|Section 6.                 |  | President                                                             |  | 7 
|                          
|Section 7.                 |  | Vice Presidents                                                       |  | 8 
|                          
|Section 8.                 |  | Assistant Vice Presidents                                             |  | 8 
|                          
|Section 9.                 |  | Secretary                                                             |  | 8 
|                          
|Section 10.                |  | Assistant Secretaries                                                 |  | 8 
|                          
|Section 11.                |  | Treasurer                                                             |  | 8 
|                          
|Section 12.                |  | Assistant Treasurers                                                  |  | 9 
|                          
|Section 13.                |  | Controller                                                            |  | 9 
|                          
|Section 14.                |  | Assistant Controllers                                                 |  | 9 
|                          
|ARTICLE VI INDEMNIFICATION |  | 9                                                                    
|                          
|Section 1.                 |  | Actions Other Than by or in the Right of the Corporation              |  | 9 
|                          
|Section 2.                 |  | Actions by or in the Right of the Corporation                         |  | 10
|                          
|Section 3.                 |  | Determination of Right to Indemnification                             |  | 10
|                          
|Section 4.                 |  | Right to Indemnification                                              |  | 10
|                          
|Section 5.                 |  | Prepaid Expenses                                                      |  | 10
|                          
|Section 6.                 |  | Right to Indemnification upon Application; Procedure upon Application |  | 10
|                          
|Section 7.                 |  | Other Rights and Remedies                                             |  | 11
|                          
|Section 8.                 |  | Insurance                                                             |  | 11
|                          
|Section 9.                 |  | Mergers                                                               |  | 11



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|Section 10.                                 |  | Savings Provision       |  | 11
|------------------------------------------- |  | ----------------------- |  | --
|                                           
|ARTICLE VII CERTIFICATES REPRESENTING STOCK |  | 11                     
|                                           
|Section 1.                                  |  | Right to Certificate    |  | 11
|                                           
|Section 2.                                  |  | Facsimile Signatures    |  | 12
|                                           
|Section 3.                                  |  | New Certificates        |  | 12
|                                           
|Section 4.                                  |  | Transfers               |  | 12
|                                           
|Section 5.                                  |  | Record Date             |  | 12
|                                           
|Section 6.                                  |  | Registered Stockholders |  | 13
|                                           
|ARTICLE VIII GENERAL PROVISIONS             |  | 13                     
|                                           
|Section 1.                                  |  | Dividends               |  | 13
|                                           
|Section 2.                                  |  | Reserves                |  | 13
|                                           
|Section 3.                                  |  | Annual Statement        |  | 13
|                                           
|Section 4.                                  |  | Checks                  |  | 13
|                                           
|Section 5.                                  |  | Fiscal Year             |  | 13
|                                           
|Section 6.                                  |  | Corporate Seal          |  | 13
|                                           
|ARTICLE IX AMENDMENTS                       |  | 13                     
|                                           
|CERTIFICATION                               |  |                         |  | 14





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ARTICLE I



OFFICES



Section 1.    Registered
Office.    The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.



Section 2.    Other Offices.    The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.



ARTICLE II



MEETINGS OF STOCKHOLDERS



Section 1.    Time and Place of Meetings.    All meetings of the stockholders
for the election of directors shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders
for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.



Section 2.    Annual
Meetings.    Annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact such other business as may properly be brought before the meeting.



Section 3.    Notice of Annual Meetings.    Written notice of the annual
meeting, stating the place, date, and hour of the meeting, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting.



Section 4.    Special
Meetings.    Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by order of the Board of Directors and
shall be called by the Chairman of the Board, the President, or the Secretary at the request in writing of the holders of not less than ten percent (10%) of the voting power represented by all the shares issued, outstanding and entitled to be voted
at the proposed special meeting, unless the Certificate of Incorporation provides for a different percentage, in which event such provision of the Certificate of Incorporation shall govern. Such request shall state the purpose or purposes of the
proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.



Section 5.    Notice of Special Meetings.    Written notice of a special
meeting, stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the
date of the meeting.



Section
6.    Quorum.    Except as otherwise provided by statute or the Certificate of Incorporation, the holders of stock having a majority of the voting power of the stock entitled to be voted
thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from



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time to time without notice (other than announcement at the meeting at which the adjournment is taken of
the time and place of the adjourned meeting) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting
as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting.



Section
7.    Organization.    At each meeting of the stockholders, the Chairman of the Board or the President, determined as provided in Article V of these By-Laws, or if those officers shall be absent
therefrom, another officer of the Corporation chosen as chairman present in person or by proxy and entitled to vote thereat, or if all the officers of the Corporation shall be absent therefrom, a stockholder holding of record shares of stock of the
Corporation so chosen, shall act as chairman of the meeting and preside thereat. The Secretary, or if he shall be absent from such meeting or shall be required pursuant to the provisions of this Section 7 to act as chairman of such meeting, the
person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.



Section
8.    Voting.    Except as otherwise provided in the Certificate of Incorporation, each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for
each share of stock of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to the provisions of Section 5 of Article VII of these By-Laws as the record date for the determination of
stockholders who shall be entitled to notice of and to vote at such meeting. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be entitled to vote. Any vote by stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto, in person or by his proxy
appointed by an instrument in writing subscribed by such stockholder or by his attorney thereunto duly authorized and delivered to the Secretary of the Corporation or to the secretary of the meeting; provided, however, that no proxy shall be voted
or acted upon after three years from its date, unless said proxy shall provide for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. At all meetings of
the stockholders all matters, except where other provision is made by law, the Certificate of Incorporation, or these By-Laws, shall be decided by the vote of a majority of the votes cast by the stockholders present in person or by proxy and
entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the
vote thereat on any question other than the election or removal of directors need not be by written ballot. Upon a demand of any such stockholder for a vote by written ballot on any question or at the direction of such chairman that a vote by
written ballot be taken on any question, such vote shall be taken by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares
voted.



Section
9.    List of Stockholders.    It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger, either directly or through another officer of
the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged
in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days before said meeting, either at a place within the city where said meeting is to be held, which place shall be specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at the time and place of said meeting during the whole time thereof, and may be inspected by any stockholder of record who shall be present thereat. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock ledger, such list or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.



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Section
10.    Inspectors of Votes.    At each meeting of the stockholders, the chairman of such meeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors shall have
theretofore made such appointments. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his
ability. Such Inspectors of Votes, if any, shall take charge of the ballots, if any, at such meeting and, after the balloting thereat on any question, shall count the ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with
the Corporation or on any other question in which he may be directly interested.



Section 11.    Actions Without a Meeting.    Any action required to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock 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 thereat 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.



ARTICLE III



BOARD OF DIRECTORS



Section 1.    Powers.    The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these By-Laws directed or required to be
exercised or done by the stockholders.



Section 2.    Number, Qualification, and Term of Office.    The number of directors of the Corporation shall be fixed from time to time by resolution of the Board of
Directors, but in no case shall the number of directors be less than one. Until otherwise fixed by resolution of the Board of Directors, the number of directors shall be the number stated in the Certificate of Incorporation. No decrease in the
number of directors shall have the effect of reducing the term of any incumbent director. Directors shall be elected at each annual meeting of the stockholders, except as provided in Sections 4 and 5 of this Article III, and each director shall hold
office until the annual meeting of shareholders following his election or until his successor is elected and qualified, or until his death or retirement or until he resigns or is removed in the manner hereinafter provided. Directors need not be
residents of the State of Delaware or shareholders of the Corporation. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at any annual or
special meeting of stockholders. Such election shall be by written ballot.



Section 3.    Resignations.    Any director may resign at any time by giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Secretary. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.



Section 4.    Removal of Directors.    Any director may be removed, either with or without cause, at any time, by the affirmative vote by
written ballot of a majority in voting interest of the stockholders of record of the Corporation entitled to vote, given at an annual meeting or at a special meeting of the stockholders called for that



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purpose. The vacancy in the Board of Directors caused by any such removal shall be filled by the
stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 5 of this Article III.



Section 5.    Vacancies.    Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the annual
meeting next after their election and until their successors are elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.



MEETINGS OF THE BOARD OF DIRECTORS



Section 6.    Place of
Meetings.    The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.



Section 7.    Annual Meetings.    The first
meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.



Section 8.Regular Meetings.    Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.



Section 9.Special Meetings; Notice.    Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the Secretary on 24 hours notice to each director, either personally or by telephone or by mail, telegraph, telex, cable, wireless, or other form of recorded
communication; special meetings shall be called by the Chairman of the Board, the President, or the Secretary in like manner and on like notice on the written request of two directors. Notice of any such meeting need not be given to any director,
however, if waived by him in writing or by telegraph, telex, cable, wireless, or other form of recorded communication, or if he shall be present at such meeting.



Section 10.    Quorum and Manner of
Acting.    At all meetings of the Board of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors) shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.



Section
11.    Remuneration.    Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the directors shall, as such, receive any stated remuneration for his
services; but the Board of Directors may at any time and from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation, either as his annual remuneration as such director or member of any committee of
the Board of Directors or as remuneration for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation shall reimburse each director for any expenses paid
by him on account of his attendance at any meeting. Nothing in this Section 11 shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.



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COMMITTEES
OF DIRECTORS



Section
12.    Executive Committee; How Constituted and Powers.    The Board of Directors may in its discretion, by resolution passed by a majority of the whole Board of Directors, designate an
Executive Committee consisting of one or more of the directors of the Corporation. Subject to the provisions of Section 141 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and these By-Laws, the Executive
Committee shall have and may exercise, when the Board of Directors is not in session, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the
seal of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee of directors or to elect or
approve officers of the Corporation. The Executive Committee shall have the power and authority to authorize the issuance of common stock and grant and authorize options and other rights with respect to such issuance. The Board of Directors shall
have the power at any time, by resolution passed by a majority of the whole Board of Directors, to change the membership of the Executive Committee, to fill all vacancies in it, or to dissolve it, either with or without cause.



Section
13.    Organization.    The Chairman of the Executive Committee, to be selected by the Board of Directors, shall act as chairman at all meetings of the Executive Committee and the Secretary
shall act as secretary thereof. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary, the Executive Committee may appoint a chairman or secretary, as the case may be, of the
meeting.



Section
14.    Meetings.    Regular meetings of the Executive Committee, of which no notice shall be necessary, may be held on such days and at such places, within or without the State of Delaware, as
shall be fixed by resolution adopted by a majority of the Executive Committee and communicated in writing to all its members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive Committee or a
majority of the members of the Executive Committee then in office. Notice of each special meeting of the Executive Committee shall be given by mail, telegraph, telex, cable, wireless, or other form of recorded communication or be delivered
personally or by telephone to each member of the Executive Committee not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of recorded communication, or if he shall be present at such meeting; and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having been
given, if all the members of the Executive Committee shall be present thereat. Subject to the provisions of this Article III, the Executive Committee, by resolution adopted by a majority of the whole Executive Committee, shall fix its own rules of
procedure.



Section
15.    Quorum and Manner of Acting.    A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting
thereof at which a quorum is present shall be the act of the Executive Committee.



Section 16.    Other Committees.    The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of
Directors, designate one or more other committees consisting of one or more directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise, subject to the provisions of Section 141 of the
Delaware General Corporation Law, and the Certificate of Incorporation and these By-Laws, the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the
seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee or in their respective membership, to
appoint or remove officers of the Corporation, or to authorize the issuance of shares of the capital stock of the Corporation,



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except that such a committee
may, to the extent provided in said resolutions, grant and authorize options and other rights with respect to the common stock of the Corporation pursuant to and in accordance with any plan approved by the Board of Directors. Such committee or
committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings
and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any
such committee, either with or without cause, at any time.



Section 17.    Alternate Members of Committees.    The Board of Directors may designate one or more directors as alternate members of the Executive Committee or any other
committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.



Section 18.    Minutes of Committees.    Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof.



GENERAL



Section 19.    Actions Without a Meeting.    Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.



Section 20.    Presence at Meetings by Means of Communications
Equipment.    Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such 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 participation in a meeting conducted pursuant to this Section 20 shall constitute presence in person at such meeting.



ARTICLE IV



NOTICES



Section 1.    Type of
Notice.    Whenever, under the provisions of any applicable statute, the Certificate of Incorporation, or these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, in person or by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given in any manner permitted by Article III hereof and shall be deemed to be given at the time when first transmitted by the method
of communication so permitted.



Section
2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of any applicable statute, the Certificate of Incorporation, or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto, and transmission of a waiver of notice by a director or stockholder by mail, telegraph, telex,
cable, wireless, or other form of recorded communication may constitute such a waiver.



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Section
3.    When Notice Unnecessary.    Whenever, under the provisions of the Delaware General Corporation Law, the Certificate of Incorporation or these By-Laws, any notice is required to be given to
any stockholder, such notice need not be given to the stockholder if:



| | (a) |  | notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period,
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



have been mailed to that person, addressed at his
address as shown on the records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person
delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.



ARTICLE V



OFFICERS



Section 1.    General.    The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, a Controller, one or more Assistant Controllers, and such other officers and agents as may be deemed necessary or advisable from time to time, all of whom shall also be officers. Two or more offices may be held by the same person.



Section
2.    Election or Appointment.    The Board of Directors at its annual meeting shall elect or appoint, as the case may be, the officers to fill the positions designated in or pursuant to Section
1 of this Article V. Officers of the Corporation may also be elected or appointed, as the case may be, at any other time.



Section 3.Salaries of Elected Officers.    The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.



Section 4.    Term.    Each officer of the Corporation shall hold his office until his successor is duly elected or appointed and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors or the Executive Committee may be removed at any time by the affirmative vote of a majority
of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled by the Board of Directors or the appropriate committee thereof.



Section 5.    Chairman of
the Board.    The Chairman of the Board, if one be elected, shall preside when present at all meetings of the Board of Directors and, with approval of the President, may preside at meetings of the stockholders. He shall
exercise such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these By-Laws.



Section 6.    President.    Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the ranking and chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have
general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, when present, at all meetings of stockholders, except when the Chairman of the Board presides with the



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approval of the President and
as may otherwise be provided by statute, and, in the absence of any other person designated thereto by these By-Laws, at all meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors and the
stockholders are carried into effect. He shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of
such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have been employed or
appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief operating officer of a corporation, except as otherwise provided in these By-Laws.



Section 7.    Vice Presidents.    In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) 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 perform such other duties and have such other powers as the Board of Directors
or the President may from time to time prescribe.



Section 8.    Assistant Vice Presidents.    In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the
event there shall be more than one, the Assistant Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of
that Vice President, and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Vice President under whose supervision he is appointed may from time to time prescribe.



Section
9.    Secretary.    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and
of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, and
he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other
officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.



Section 10.    Assistant
Secretaries.    In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board
of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors,
the President, or the Secretary may from time to time prescribe.



Section 11.    Treasurer.    The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the
funds of the Corporation as may be ordered by



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the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession
or under his control belonging to the Corporation. The Treasurer shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.



Section 12.    Assistant Treasurers.    The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer, and in the absence of
the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Treasurer may from
time to time prescribe.



Section
13.    Controller.    The Controller, if one is appointed, shall have supervision of the accounting practices of the Corporation and shall prescribe the duties and powers of any other accounting
personnel of the Corporation. He shall cause to be maintained an adequate system of financial control through a program of budgets and interpretive reports. He shall initiate and enforce measures and procedures whereby the business of the
Corporation shall be conducted with the maximum efficiency and economy. If required, he shall prepare a monthly report covering the operating results of the Corporation. The Controller shall be under the supervision of the Vice President in charge
of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.



Section 14.    Assistant Controllers.    The
Assistant Controller or Assistant Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant
Controllers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have
such other powers as the Board of Directors, the President, or the Controller may from time to time prescribe.



ARTICLE VI



INDEMNIFICATION





Section 1.    Actions Other Than by or in the Right of the
Corporation.    The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (all of such persons being hereafter referred to in this Article as a Corporate Functionary), against expenses
(including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best



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interests of the Corporation
or, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.



Section 2.    Actions by or in the Right of the Corporation.    The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact
that he is or was a Corporate Functionary against expenses (including attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the
Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.



Section 3.    Determination of Right to Indemnification.    Any
indemnification under Sections 1 or 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the Board of Directors by a majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders.



Section 4.    Right to
Indemnification.    Notwithstanding the other provisions of this Article VI, to the extent that a Corporate Functionary has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to
in Sections 1 or 2 of this Article VI (including the dismissal of a proceeding without prejudice or the settlement of a proceeding without admission of liability), or in defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.



Section 5.    Prepaid Expenses.    Expenses incurred by a Corporate
Functionary in defending a civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or
on behalf of the Corporate Functionary to repay such amount if it shall ultimately be determined he is not entitled to be indemnified by the Corporation as authorized in this Article VI.



Section 6.    Right to Indemnification upon Application; Procedure upon
Application.    Any indemnification of a Corporate Functionary under Sections 2, 3 and 4, or any advance under Section 5, of this Article VI shall be made promptly upon, and in any event within 60 days after, the written
request of the Corporate Functionary, unless with respect to applications under Sections 2, 3 or 5 of this Article VI, a determination is reasonably and promptly made by the Board of Directors by majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, that such Corporate Functionary acted in a manner set forth in such Sections as to justify the Corporation in not indemnifying or making an advance of expenses to the Corporate
Functionary. If there are no directors who are not parties to such action, suit, or proceeding, the Board of Directors shall promptly direct that independent legal counsel shall decide whether the Corporate Functionary acted in a manner set forth in
such Sections as to justify the Corporations not indemnifying or making an advance of expenses to the Corporate Functionary. The right to indemnification or advance of expenses granted by this Article VI shall be enforceable by the Corporate
Functionary in any court of competent jurisdiction if the Board of Directors or independent legal counsel denies his claim, in whole or in part, or if no disposition of such claim is made within 60 days. The expenses of the Corporate Functionary
incurred in connection with successfully



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establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.



Section 7.    Other Rights and Remedies.    The indemnification and
advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which any person seeking indemnification and for advancement of expenses or may be entitled under the By-Laws, or any
agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a Corporate Functionary and shall inure to the benefit of the heirs, executors, and administrators of such a person. Any repeal or modification of these By-Laws or relevant provisions of the Delaware
General Corporation Law and other applicable law, if any, shall not affect any then existing rights of a Corporate Functionary to indemnification or advancement of expenses.



Section 8.    Insurance.    Upon resolution
passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI or the Delaware General Corporation Law.



Section 9.    Mergers.    For purposes of this
Article VI, references to the Corporation shall include, in addition to the resulting or surviving corporation, constituent corporations (including any constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article VI
with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.



Section 10.    Savings Provision.    If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each Corporate Functionary as to expenses (including attorneys fees), judgments, fines, and amounts paid in settlement with
respect to any action, suit, proceeding, or investigation, whether civil, criminal, or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Corporation, to the full extent permitted by any applicable
portion of this Article VI that shall not have been invalidated.



ARTICLE VII



CERTIFICATES REPRESENTING STOCK



Section 1.    Right to Certificate.    Every holder of stock in the Corporation shall be entitled to have 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 of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or
restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided, that, except as otherwise provided in
Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back



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of the certificate which the
Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, or
other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights.



Section 2.    Facsimile Signatures.    Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.



Section 3.    New Certificates.    The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate.



Section 4.    Transfers.    Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation, or authority to transfer, it shall be the duty of the Corporation, subject to any proper restrictions on transfer, to
issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.



Section 5.    Record Date.    The Board of Directors may fix in advance a
date, not preceding the date on which the resolution fixing the record date is adopted, and



| | (i) |  | not more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment thereof,
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | not more than 10 days after the date on which the resolution fixing the record date is adopted, as a record date in connection with obtaining a consent of the
stockholders in writing to corporate action without a meeting, or
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) |  | not more than 60 days before the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or
conversion or exchange of capital stock shall go into effect, or the date on which any other lawful action shall be taken, as the record date for determining the stockholders entitled to receive payment of any such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock or other lawful action of the corporation,
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof (provided, however, that the Board of Directors may fix a new record date for an adjourned meeting), or to
give such consent, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, as



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the case may be,
notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.



Section 6.    Registered Stockholders.    The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not provided by the laws of the State of Delaware.



ARTICLE VIII



GENERAL PROVISIONS



Section
1.    Dividends.    Dividends upon the capital stock of the Corporation, if any, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors (but not
any committee thereof) at any regular meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.



Section
2.    Reserves.    Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall
think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.



Section 3.    Annual Statement.    The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.



Section
4.    Checks.    All checks or demands for money and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may
from time to time prescribe.



Section
5.    Fiscal Year.    The fiscal year of the Corporation shall be determined by the Board of Directors.



Section 6.    Corporate Seal.    The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization, and the word Delaware. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise.



ARTICLE IX



AMENDMENTS



These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or
adoption of new By-Laws be contained in the notice of such special meeting.





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CERTIFICATION



I, Omar A. Choucair, Secretary of the Corporation, hereby certify that the foregoing is a true, accurate and
complete copy of the By-Laws of Digital Generation Systems, Inc. adopted by its Board of Directors as of April 30, 2001.





/s/    Omar A. Choucair

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Omar A. Choucair, Secretary



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