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                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                                   N2H2, INC.

                          As amended September 27, 2001


                                    ARTICLE 1

                     Registered Office and Registered Agent

         The registered office of the corporation shall be located in the state
of Washington at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office. Any change in the registered agent or registered office shall be
effective upon filing such change with the office of the Secretary of State of
the state of Washington.

                                    ARTICLE 2

                             Shareholders' Meetings

         2.1 Annual Meetings. The annual meeting of the shareholders of the
corporation shall be held at the registered office of the corporation, or such
other place as may be designated by the notice of the meeting, on the second
Thursday in March of each year, for the purpose of election of Directors and for
such other business as may properly come before the meeting.

         2.2 Special Meetings. The President of the corporation or a majority of
the Board of Directors may call special meetings of the shareholders for any
purpose. A special meeting of the shareholders shall be held if the holders of
not less than twenty-five percent (25%) of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting have
delivered to the Secretary of the corporation one or more signed and dated
written demands for such meeting, describing the purpose or purposes for which
the meeting is to be held; provided that upon qualification of the Corporation
as a "public company" under the Washington Business Corporation Act, a special
meeting of the shareholders may be called only by the President of the
Corporation or a majority of the Board of Directors. No business shall be
transacted at any special meeting of shareholders except as is specified in the
notice calling for said meeting. The Board of Directors may designate any place
as the place of any special meeting called by the president or the Board of
Directors, and special meetings called at the request of shareholders shall be
held at such place as may be determined by the Board of Directors and placed in
the notice of such meetings.

         2.3 Notice of Meetings. Written notice of annual or special meetings of
shareholders stating the place, day, and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given by the secretary or persons authorized to call the meeting to
each shareholder of record entitled to vote at the meeting. Such notice

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shall be given not less than ten (10) nor more than sixty (60) days prior to the
date of the meeting, except that notice of a meeting to act on (i) an amendment
to the Articles of Incorporation, (ii) a plan of merger or share exchange, (iii)
a proposed sale, lease, exchange or other disposition of substantially all of
the assets of the corporation other than in the usual or regular course of
business, or (iv) the dissolution of the corporation shall be given no fewer
than twenty (20) days nor more than sixty (60) days before the meeting date.
Notice may be transmitted by mail, private carrier or personal delivery;
telegraph or teletype; or telephone, wire or wireless equipment which transmits
a facsimile of the notice. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at the shareholder's address as it appears on the stock transfer books of the
corporation.

         2.4      Business for Shareholders' Meetings.

                  (a) Business at Annual Meetings. In addition to the election
of Directors, other proper business may be transacted at an annual meeting of
shareholders, provided that such business is properly brought before such
meeting. To be properly brought before an annual meeting, business must be (i)
brought by or at the direction of the President or the Board of Directors, or
(ii) brought before the meeting by a shareholder pursuant to written notice
thereof, in accordance with Subsection 2.4(c) hereof, and received by the
Secretary not fewer than 90 nor more than 120 days prior to the anniversary date
of the prior-year's annual meeting. Any such shareholder notice shall set forth
(A) the name and address of the shareholder proposing such business; (B) a
representation that the shareholder is entitled to vote at such meeting and a
statement of the number of shares of the corporation which are beneficially
owned by the shareholder; (C) a representation that the shareholder intends to
appear in person or by proxy at the meeting to propose such business; and (D) as
to each matter the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting, the language of the
proposal (if appropriate), and any material interest of the shareholder in such
business. No business shall be conducted at any annual meeting of shareholders
except in accordance with this Subsection 2.4(a). If the facts warrant, the
Board of Directors may determine and declare (x) that a proposal does not
constitute proper business to be transacted at the meeting or (y) that business
was not properly brought before the meeting in accordance with the provisions of
this Subsection 2.4(a) and, if, in either case, it is so determined, any such
business shall not be transacted. In addition to the procedures set forth in
this Subsection 2.4(a), shareholders desiring to include a proposal in the
corporation's proxy statement must also comply with the requirements set forth
in Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor provision.

                  (b) Business At Special Meetings. At any special meeting of
the shareholders, only such business as is specified in the notice of such
special meeting given by or at the direction of the person or persons calling
such meeting, in accordance with Subsection 2.4(a), shall come before such
meeting.

                  (c) Notice to Corporation. Any written notice required to be
delivered by a shareholder to the corporation pursuant to these Bylaws must be
given, either by personal


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delivery or by registered or certified mail, postage prepaid, to the Secretary
at the corporation's principal executive offices in the State of Washington.

         2.5 Waiver of Notice. Notice of the time, place, and purpose of any
meeting may be waived in writing (either before or after such meeting) and will
be waived by any shareholder by the shareholder's attendance at the meeting in
person or by proxy, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting. Any
shareholder so waiving shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.

         2.6 Quorum and Adjourned Meetings. A majority of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. A majority of the shares
represented at a meeting, even if less than a quorum, may adjourn the meeting
from time to time without further notice. At such reconvened 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. The
shareholders present at a duly organized meeting may continue to transact
business at such meeting and at any adjournment of such meeting (unless a new
record date is or must be set for the adjourned meeting), notwithstanding the
withdrawal of enough shareholders from either meeting to leave less than a
quorum.

         2.7 Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by the shareholder's duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.

         2.8 Voting Record. After fixing a record date for a shareholders'
meeting, the corporation shall prepare an alphabetical list of the names of all
shareholders on the record date who are entitled to notice of the shareholders'
meeting. The list shall be arranged by voting group, and within each voting
group by class or series of shares, and show the address of and number of shares
held by each shareholder. A shareholder, shareholder's agent, or a shareholder's
attorney may inspect the shareholder's list, beginning ten days prior to the
shareholders' meeting and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held during regular business hours and at the
shareholder's expense. The shareholders' list shall be kept open for inspection
during such meeting or any adjournment.

         2.9 Voting of Shares. Except as otherwise provided in the Articles of
Incorporation or in these Bylaws, every shareholder of record shall have the
right at every shareholders' meeting to one vote for every share standing in the
shareholder's name on the books of the corporation. If a quorum exists, action
on a matter, other than election of Directors, is approved by a voting group of
shareholders if the votes cast within the voting group favoring the action
exceed the votes cast within the voting group opposing the action, unless the
Articles of


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Incorporation or the Washington Business Corporation Act require a greater
number of affirmative votes.

         2.10 Record Date. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders, or any adjournment
thereof, or entitled to receive payment of any dividend, the Board of Directors
may fix in advance a record date for any such determination of shareholders,
such date to be not more than seventy (70) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the day before the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section 2.10, such determination shall apply to any adjournment thereof,
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned more than one hundred twenty (120) days after the date
fixed for the original meeting.

                                    ARTICLE 3

                                    Directors

         3.1 General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors except as otherwise
provided by the laws of the state of Washington or in the Articles of
Incorporation.

         3.2 Number. The number of Directors of the corporation shall be seven
(7). The number of Directors can be increased or decreased from time to time by
the vote of the Directors or shareholders to amend this Section 3.2, provided
that the number of Directors shall be not less than one, and provided further
that no decrease shall shorten the term of any incumbent Director.

         3.3 Tenure and Qualifications. At the first annual meeting of
shareholders and at each annual meeting thereafter, the shareholders of the
corporation shall elect Directors. All Directors shall hold office until their
successors are elected and qualified, or until their earlier death, resignation,
disqualification or removal. Directors need not be residents of the state of
Washington or shareholders of the corporation.

         3.4 Election. The Directors shall be elected by the shareholders at
their annual meeting each year; and if, for any cause, the Directors shall not
have been elected at an annual meeting, they may be elected at a special meeting
of shareholders called for that purpose in the manner provided by these Bylaws.
The Directors shall be classified with respect to the time for which they shall
severally hold office by dividing them into three classes, Class I, Class II and
Class III, each consisting as nearly as possible of one-third of the whole
number of the Board of Directors. At the first election of Directors following
adoption of this provision, Class I


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Directors shall be elected for a term of one year; Class II Directors shall be
elected for a term of two years; and Class III Directors shall be elected for a
term of three years; and at each annual shareholders' meeting thereafter,
successors to the Directors whose terms shall expire that year shall be elected
to hold office for a term of three years, so that the term of office of one
class of Directors shall expire in each year.

         3.5 Vacancies. Any vacancy on the Board of Directors that results from
an increase in the number of Directors may be filled by the affirmative vote of
a majority of the Directors then in office, and any other vacancy on the Board
of Directors may be filled by the affirmative vote of a majority of the
Directors then in office, although less than a quorum, or by a sole remaining
Director. Any Director elected to fill a vacancy not resulting from an increase
in the number of Directors shall serve for a term equivalent to the remaining
unserved portion of the term of such newly elected Director's predecessor.

         3.6 Directors Elected by Holders of Preferred Stock. Notwithstanding
anything to the contrary in these Bylaws, whenever the holders of any one or
more classes or series of preferred stock issued by the corporation shall have
the right, voting separately by class or series, to elect Directors at an annual
or special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such Directorships shall be governed by the
terms of the Articles of Incorporation, Bylaws or resolutions applicable
thereto, and such Directors shall not be divided into classes pursuant to
Section 3.5 unless expressly provided by such terms.

         3.7 Resignation. Any Director may resign at any time by delivering
written notice to the Board of Directors, its chairperson, the president or the
secretary of the corporation. A resignation shall be effective when the notice
is delivered unless the notice specifies a later effective date.

         3.8 Removal of Directors. A Director may be removed from office only
for "cause" at a special meeting of shareholders called for that purpose, by the
affirmative vote of the holders of not less than two-thirds of the shares
entitled to elect the Director or Directors whose removal is being sought. The
vacancy created by the removal of any Director under this Section 8.2 shall be
filled only by the affirmative vote of the holders of at least two-thirds of the
shares entitled to elect the Director who was removed. As used herein, "cause"
shall mean (a) willful and continued material failure, refusal or inability to
perform the Director's duties to the corporation or the willful engaging in
gross misconduct that is materially and demonstrably damaging to the
corporation; or (b) conviction for any crime involving moral turpitude or any
other illegal act that materially and adversely reflects upon the business,
affairs or reputation of the corporation or on the Director's ability to perform
the Director's duties to the corporation.

         3.9 Meetings.

                  (a) The annual meeting of the Board of Directors shall be held
immediately after the annual shareholders' meeting at the same place as the
annual shareholders' meeting or at such other place and at such time as may be
determined by the Directors. No notice of the annual meeting of the Board of
Directors shall be necessary.


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                  (b) Special meetings may be called at any time and place upon
the call of the president, secretary, or any Director. Notice of the time and
place of each special meeting shall be given by the secretary or the persons
calling the meeting, by mail, private carrier, radio, telegraph, telegram,
facsimile transmission, personal communication by telephone or otherwise at
least two (2) days in advance of the time of the meeting. The purpose of the
meeting-need not be given in the notice. Notice of any special meeting may be
waived in writing or by telegram (either before or after such meeting) and will
be waived by any Director by attendance thereat.

                  (c) Regular meetings of the Board of Directors shall be held
at such place and on such day and hour as shall from time to time be fixed by
resolution of the Board of Directors. No notice of regular meetings of the Board
of Directors shall be necessary.

                  (d) At any meeting of the Board of Directors, any business may
be transacted, and the Board may exercise all of its powers.

         3.10 Quorum and Voting.

                  (a) A majority of the Directors shall constitute a quorum, but
a lesser number may adjourn any meeting from time to time until a quorum is
obtained, and no further notice thereof need be given.

                  (b) If a quorum is present when a vote is taken, the
affirmative vote of a majority of the Directors present at the meeting is the
act of the Board of Directors.

         3.11 Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.

         3.12 Presumption of Assent.

                  (a) A Director of the corporation who is present at a meeting
of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless:

                      (i) The Director objects at the beginning of the meeting,
or promptly upon the Director's arrival, to holding it or transacting business
at the meeting;

                      (ii) The Director's dissent or abstention from the action
taken is entered in the minutes of the meeting; or


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                      (iii) The Director delivers written notice of the
Director's dissent or abstention to the presiding officer of the meeting before
its adjournment or to the corporation within a reasonable time after adjournment
of the meeting.

                  (b) The right of dissent or abstention is not available to a
Director who votes in favor of the action taken.

         3.13 Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate one or more committees
and, to the extent provided in such resolution, shall have and may exercise all
the authority of the Board of Directors, except that no such committee shall
have the authority to: authorize or approve a distribution except according to a
general formula or method prescribed by the Board of Directors; approve or
propose to shareholders action that the Washington Business Corporation Act
requires to be approved by shareholders; fill vacancies on the Board of
Directors or on any of its committees; amend any Articles of Incorporation
requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan of
merger requiring shareholder approval; or authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that
the Board of Directors may authorize a committee, or a senior executive officer
of the corporation, to do so within limits specifically prescribed by the Board
of Directors.

                                    ARTICLE 4

                      Special Measures for Corporate Action

         4.1 Actions by Written Consent. Any corporate action required or
permitted by the Articles of Incorporation, Bylaws, or the laws under which the
corporation is formed, to be voted upon or approved at a duly called meeting of
the Directors, committee of Directors, or shareholders may be accomplished
without a meeting if one or more unanimous written consents of the respective
Directors or shareholders, setting forth the actions so taken, shall be signed,
either before or after the action taken, by all the Directors, committee
members, or shareholders, as the case may be. Action taken by unanimous written
consent is effective when the last Director or committee member signs the
consent, unless the consent specifies a later effective date. Action taken by
unanimous written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date.

         4.2 Meetings Telephone. Members of the Board of Directors, members of a
committee of Directors, or shareholders may participate in their respective
meetings by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time; participation in a meeting by such means shall constitute
presence in person at such meeting.


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                                    ARTICLE 5

                                    Officers

         5.1 Officers Designated.

                  (a) The officers of the corporation shall be a president, a
secretary and a treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person.

                  (b) The Board of Directors may, in its discretion, elect a
chairperson and one or more vice-chairpersons of the Board of Directors; and, if
a chairperson has been elected, the chairperson shall, when present, preside at
all meetings of the Board of Directors and the shareholders and shall have such
other powers as the Board may prescribe.

         5.2 Election Qualification and Term of Office. Each of the officers
shall be elected by the Board of Directors. None of said officers need be a
Director. The officers shall be elected by the Board of Directors at each annual
meeting of the Board of Directors. Except as hereinafter provided, each of said
officers shall hold office from the date of his or her election until the next
annual meeting of the Board of Directors and until his or her successor shall
have been duly elected and qualified.

         5.3 Powers and Duties.

                  (a) President. The president shall be the chief executive
officer of the corporation and, subject to the direction and control of the
Board of Directors, shall have general charge and supervision over its property,
business, and affairs.

                  (b) Secretary. The secretary shall: (i) keep the minutes of
the shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (iii) be
custodian of the corporate records and of the seal of the corporation and affix
the seal of the corporation to all documents as may be required; (iv) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (v) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (vi) have
general charge of the stock transfer books of the corporation; and (vii) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him or her by the president or by
the Board of Directors.

                  (c) Treasurer. Subject to the direction and control of the
Board of Directors, the treasurer shall have the custody, control, and
disposition of the funds and securities of the corporation and shall account for
the same; and, at the expiration of his or her term of office, he


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or she shall turn over to his or her successor all property of the corporation
in his or her possession.

         5.4 Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the Board of Directors, may sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors. The assistant treasurers shall, respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of Directors.

         5.5 Removal. The Board of Directors shall have the right to remove any
officer whenever in its judgment the best interests of the corporation will be
served thereby.

         5.6 Vacancies. The Board of Directors shall fill any office which
becomes vacant with a successor who shall hold office for the unexpired term and
until his or her successor shall have been duly elected and qualified.

         5.7 Salaries. The salaries of all officers of the corporation shall be
fixed by the Board of Directors.

                                    ARTICLE 6

                               Share Certificates

         6.1 Issuance, Form and Execution of Certificates. No shares of the
corporation shall be issued unless authorized by the Board. Such authorization
shall include the maximum number of shares to be issued, the consideration to be
received for each share, the value of noncash consideration, and a statement
that the Board has determined that such consideration is adequate. No fractional
shares shall be issued. In lieu of fractional shares, the corporation will
refund or pay the cash value of any fractional shares otherwise issuable.
Certificates for shares of the corporation shall be in such form as is
consistent with the provisions of the Washington Business Corporation Act and
shall state:

                  (a) The name of the corporation and that the corporation is
organized under the laws of this state;

                  (b) The name of the person to whom issued; and

                  (c) The number and class of shares and the designation of the
series, if any, which such certificate represents. They shall be signed by two
officers of the corporation, and the seal of the corporation may be affixed
thereto. No certificate shall be issued for any share until the consideration
established for its issuance has been paid.


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         6.2 Transfers. Shares may be transferred by delivery of the certificate
therefor, accompanied either by an assignment in writing on the back of the
certificate, written assignment separate from certificate, or written power of
attorney to assign and transfer the same, signed by the record holder of the
certificate. The Board of Directors may, by resolution, provide that beneficial
owners of shares shall be deemed holders of record for certain specified
purposes. Except as otherwise specifically provided in these Bylaws, no shares
shall be transferred on the books of the corporation until the outstanding
certificate therefor has been surrendered to the corporation.

         6.3 Loss or Destruction of Certificates. In case of loss or destruction
of any certificate of shares, another may be issued in its place upon proof of
such loss or destruction and upon the giving of a satisfactory indemnity bond to
the corporation. A new certificate may be issued without requiring any bond when
in the judgment of the Board of Directors it is proper to do so.

                                    ARTICLE 7

                                Books and Records

         7.1 Books of Account, Minutes and Share Register. The corporation shall
keep as permanent records minutes of all meetings of its shareholders and Board
of Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors exercising the authority of the Board of Directors on
behalf of the corporation. The corporation shall maintain appropriate accounting
records. The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each. The corporation shall keep a copy
of the following records at its principal office: the Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; the
Bylaws or Restated Bylaws and all amendments to them currently in effect; the
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past three years; its financial
statements for the past three years, including balance sheets showing in
reasonable detail the financial condition of the corporation as of the close of
each fiscal year, and an income statement showing the results of its operations
during each fiscal year prepared on the basis of generally accepted accounting
principles or, if not, prepared on a basis explained therein; all written
communications to shareholders generally within the past three years; a list of
the names and business addresses of its current Directors and officers; and its
most recent annual report delivered to the Secretary of State of the state of
Washington.

         7.2 Copies of Resolutions. Any person dealing with the corporation may
rely upon a copy of any of the records of the proceedings, resolutions, or votes
of the Board of Directors or shareholders, when certified by the president or
secretary.


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                                    ARTICLE 8

                               Amendment of Bylaws

         The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws or adopt new Bylaws; provided, however, that the Board of Directors
may not repeal or amend any bylaw that the shareholders have expressly provided
may not be amended or repealed by the Board of Directors. The shareholders shall
also have the power to adopt, amend or repeal the Bylaws of this corporation by
the affirmative vote of the holders of not less than two-thirds of the
outstanding shares entitled to vote thereon and, to the extent, if any, provided
by resolution adopted by the Board of Directors authorizing the issuance of a
class or series of Common Stock or Preferred Stock, by the affirmative vote of
the holders of not less than two-thirds of the outstanding shares of such class
or series, voting as a separate voting group.

         I hereby certify the foregoing to be the Bylaws of N2H2, Inc., as
amended, on September 27, 2001.





                                                 /s/ J. Paul Quinn
                                                 -------------------------------
                                                 J. Paul Quinn, Secretary

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