**EXHIBIT 3.2**

**AMENDED AND RESTATED BY-LAWS OF**

**AMERICAN MEDIA OPERATIONS, INC.**

**(hereinafter called the “Corporation”)**

**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 ofDelaware. 

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

**ARTICLE II.**

**MEETINGS OF STOCKHOLDERS**

Section 1.Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose may be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by theBoard of Directors and stated in the notice of the meeting. 

Section 2. Annual Meeting. The annual meetings of stockholders shall beheld 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 meetings the stockholders entitled to vote thereon shall elect by a plurality vote a Board ofDirectors, and by a majority vote in accordance with Section 5 of this Article II, transact such other business as may properly be brought before the meeting. Notice of the annual meeting of the stockholders stating the place, if any, date andtime of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting, unless otherwise required by law, the Certificate of Incorporation or these By-Laws.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings ofstockholders, for any purpose or purposes, may be called by either the Chairman, if there be one, or the President and shall be called by the Chairman (if there be one), the President or the Secretary at the request in writing of a majority of theBoard of Directors or stockholders holding at least ten percent (10%) of the stock entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Notice of a special meeting stating the place, if any, date and timeof the meeting and the purpose or purposes for which the meeting is being called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, unless otherwise requiredby law, the Certificate of Incorporation or these By-Laws. No business shall be conducted at a special meeting of the stockholders except as specified in the notice for such meeting. 

Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, theholders of a majority in voting power of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.If, however, such quorum shall not be present or represented at any meeting of the stockholders, the Chairman, if there be one, or the President or the stockholders present, by a majority in voting power thereof, may, to the extent permitted by law,adjourn the meeting from time to time, without notice other than announcement at the 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 transactedwhich might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be givento each stockholder entitled to vote at the meeting. 

Section 5. Voting. Unless otherwise required by law, the Certificate ofIncorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority in voting power of the capital stock present in person or by proxy and entitled to vote thereon. Eachstockholder present in person or by proxy at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder unless otherwise provided by the Certificate ofIncorporation. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of theCorporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot. 

Section 6. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at the meeting, 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 beopen to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting at the principal place of business of the Corporation. The list shall also beproduced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. 

Section 7. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the list required by Section 6 of this Article II or to vote inperson or by proxy at any meeting of stockholders. 

Section 8. Consent of Stockholders in Lieu of Meeting. Unless otherwise providedin the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consentsin 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 

 

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all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State ofDelaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by handor by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to thereinunless, within sixty days of the earliest dated consent delivered in the manner required by this Section 9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by deliveryto its registered office in the state of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meeting of stockholders are recorded. Prompt notice of the taking of thecorporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting ifthe record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this section. 

**ARTICLE III.**

**DIRECTORS**

Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board ofDirectors which may exercise all such powers of the Corporation and do all such lawful acts and things except as may be otherwise provided by statute or by the Certificate of Incorporation. 

Section 2. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State ofDelaware. Regular meetings of the Board of Directors may be held at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there beone, the President, or any two directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail, not less than forty-eight (48) hours before the date of the meeting, or by telephone,telegram, email or other means of electronic transmission not less than twenty-four (24) hours before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board of Directors may be held without noticeimmediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors. Noticeof any meeting need not be given to any director who shall attend such meeting (except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission). 

 

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Section 3. Quorum. Except as may be otherwise specifically provided by law, the Certificate ofIncorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the total number of directors constituting the Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act of the Board of Directors. 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 totime, without notice other than announcement at the meeting, until a quorum shall be present. 

Section 4. Actions of Board. Unlessotherwise provided 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 my be taken without a meeting, if all the members of the Boardof Directors or committee, as the case may be, consent thereto in writing (including by electronic transmission), and the writing or writings (including electronic transmissions) are filed with the minutes of proceedings of the Board of Directors orcommittee. 

Section 5. Meetings by Means of Telephone Conference. Unless otherwise provided by the Certificate of Incorporation orthese By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a telephone conference, video conference or othercommunications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting. 

Section 6. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors inaccordance with and subject to the terms of the Certificate of Incorporation. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of theBoard of Directors in the management of the business and affairs of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meetingof the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Unless prohibited by applicable law or otherwise provided in the Certificate of Incorporation, these By-Laws or the resolution ofthe Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of thecommittee. 

Section 7. Compensation. The Board of Directors may establish policies for the compensation of directors and for thereimbursement of the expenses of directors in connection with services provided by directors to the Corporation. 

Section 8.Vacancies. The provisions relating to filling of vacancies and newly created directorships shall be as set forth in the Certificate of Incorporation. 

 

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**ARTICLE IV.**

**OFFICERS**

Section 1. General. The officers of the Corporation shall be chosen by the Board ofDirectors and shall be a Chairman of the Board of Directors (who must be a director), a Chief Executive Officer (the “CEO”), a Chief Financial Officer, a Treasurer and a Secretary. The Board of Directors, in its discretion, may also choosea President and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation. In addition, the CEO may appoint any Vice President,Assistant Secretary or Assistant Treasurer. 

Section 2. Election. The Board of Directors at its first meeting held after each annualmeeting of stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and allofficers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer may be removed from office at any time either with or without cause by the Board of Directors,or, in the case of officers appointed by the CEO, by the CEO. Any officer may resign at any time upon notice to the Board of Directors, the Chairman of the Board of Directors or the Secretary of the Corporation. 

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instrumentsrelating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the CEO, the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all suchaction as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rightsand power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any otherperson or persons. 

Section 4. Duties and Powers. Each of the officers of the Corporation elected by the Board of Directors orappointed by the CEO in accordance with these By-Laws shall have the powers and duties prescribed by law, by the By-Laws or by the Board of Directors or the CEO, as applicable, and, in the case of appointed officers, the powers and duties prescribedby the appointing officer, and, unless otherwise prescribed by the By-Laws or by the Board of Directors or such appointing officer or the CEO, as applicable, shall have such further powers and duties as ordinarily pertain to that office. The CEOshall have authority over the general direction of the affairs of the Corporation. 

Unless otherwise provided in these By-Laws, in theabsence or disability of any officer of the Corporation, the Board of Directors or the CEO may, during such period, delegate such officer’s powers and duties to any other officer or to any director and the person to whom such powers and dutiesare delegated shall, for such time, hold such office. 

 

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**ARTICLE V.**

**STOCK**

Section 1. Form of Certificates. The stock of the Corporation shall be represented bycertificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Every holder of stock represented by certificates shall be entitledto have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretaryof the Corporation, certifying the number of shares owned by him in the Corporation. 

Section 2. Signatures. Any or all of thesignatures on a certificate may be a 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 beforesuch 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. Lost Certificates. The Corporation may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon themaking 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, the Corporation may, in its discretion and as a condition precedent to theissuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond or other indemnity in such sum as it may direct as indemnity against any claim that may be made againstthe Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 

Section 4. Transfers. Subject tothe requirements and restrictions set forth in the Certificate of Incorporation, or any agreement limiting the transfer of shares of capital stock of the Corporation, or applicable law, the capital stock of the Corporation shall be transferable inthe manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney duly authorized in writing and upon the surrender to the Corporationof the certificate or certificates for such stock, if any, endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, or with respect to uncertificated shares, delivery of aduly executed transfer instrument, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate, if any, to theperson entitled thereto, cancel the old certificate or certificates, if any, and record the transaction on its books. 

 

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Section 5. Record Date. In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights,or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwiserequired by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting,shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to suchother action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice isgiven, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without ameeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance withapplicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date fordetermining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 

Section 6. Beneficial Owners. 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, andto 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 notit shall have express or other notice thereof, except as otherwise provided by law. 

**ARTICLE VI.**

**INDEMNIFICATION**

A person’sright to indemnification, and the Corporation’s obligations to provide indemnification shall be as set forth in the Certificate of Incorporation. 

**ARTICLE VII.**

**NOTICES**

Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these By-Laws, notice of any meeting neednot be given to any person who shall attend such meeting (except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully calledor convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission). 

 

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**ARTICLE VIII.**

**GENERAL PROVISIONS**

Section 1. Disbursements. All checks and drafts on the Corporation’sbank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or such other person or persons as the Board of Directors mayfrom time to time designate. 

Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on April 1 and end on thefollowing March 31, unless otherwise fixed by resolution of the Board of Directors. 

Section 3. Corporate Seal. The corporateseal shall have inscribed thereon the name of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

**ARTICLE IX.**

**AMENDMENTS**

These By-Laws may be altered, amended, changed, added to or repealed, in whole or in part, or new By-Laws may be adopted by the Board of Directors,without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation, as amended; and all rights, preferences and privileges of any nature conferred uponstockholders, directors or any other persons by and pursuant to the By-Laws in their present form or as hereafter amended are granted subject to the rights reserved in this Article IX. The affirmative vote of the holders of a majority of the votingpower of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to alter, amend or repeal the Bylaws or to adoptany provision inconsistent therewith. 

 

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