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                             AMENDED AND RESTATED BYLAWS
                                          OF
                          GASONICS INTERNATIONAL CORPORATION
                                 AS OF JULY 29, 1996


                                      ARTICLE I

                                       OFFICES

         SECTION 1.  The registered office shall be in the City of Dover,
County of Kent, State of Delaware.

         SECTION 2.  The corporation may also have offices at such other 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.  All meetings of the stockholders for the election of
directors shall be held at such time and place, within or without the State of
Delaware, as may be fixed 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 of stockholders, commencing with the year
1995, shall be held at such date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
they 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.  Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not fewer than ten (10) nor more than sixty (60) days before the
date of the meeting.

         SECTION 4.  The officer who has charge of the stock ledger of the 
corporation shall prepare and make, at least ten (10) days before every 
meeting of stockholders, 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 be open to the

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examination of any stockholder, for any purpose germane to the meeting, 
during ordinary business hours, for a period of at least ten (10) days prior 
to the meeting, either at a place within the city where the meeting is to be 
held, which place shall be specified in the notice of the meeting, or, if not 
so specified, at the place where the meeting is to be held. The list shall 
also be produced and kept at the time and place of the meeting during the 
whole time thereof, and may be inspected by any stockholder who is present.

         SECTION 5.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning not less than ten
percent (10%) of the entire capital stock of the corporation issued and
outstanding and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

         SECTION 6.  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 not fewer than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

         SECTION 7.  Notwithstanding anything in these Bylaws to the contrary,
stockholders may include on the agenda for a regular or special stockholders'
meeting (i) stockholder nominations to the corporation's Board of Directors and
(ii) any other business such stockholders desire to be acted upon at such
meeting, ((i) and (ii) above to be referred to herein as a "Stockholder
Proposal"), only if such Stockholder Proposal is (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder.  A Stockholder Proposal shall be considered
properly brought before the meeting by a stockholder if such stockholder
delivers to the secretary of the corporation, not fewer than thirty (30) nor
more than sixty (60) days prior to the meeting, a notice (the "Stockholder
Notice") containing the information set forth below.  The Stockholder Notice
shall set forth:

                   (A) the name and address of the stockholder intending to
    make the Stockholder Proposal and, as the case may be, the name and address
    of the person or persons to be nominated or a detailed description of the
    nature of the business to be proposed;

                   (B) a representation that the stockholder is a holder of
    record of stock of the corporation and is entitled to vote at such meeting
    and, if applicable, intends to appear in person or by proxy at the meeting
    to nominate the person or persons specified in the notice or introduce the
    business specified in the notice;


                                      2.

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                   (C) if applicable, a description of all arrangements or
    understandings between the stockholder and each nominee and any other
    person or persons (naming such person or persons) pursuant to which the
    nomination or nominations are to be made by the stockholder;

                   (D) such other information regarding each nominee or each
    matter of business to be proposed by such stockholder as would be required
    to be included in a proxy statement filed pursuant to the proxy rules
    promulgated by the Securities and Exchange Commission under the Securities
    Exchange Act of 1934, as amended, had the nominee been nominated, or
    intended to be nominated, or the matter been proposed, or intended to be
    proposed by the Board of Directors; or

                   (E) if applicable, the consent of each nominee to serve as
    director of the corporation if so elected.

    The chairman of the meeting may refuse to acknowledge the nomination of any
person or the proposal of any business not made in compliance with the foregoing
procedures.

         SECTION 8.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         SECTION 9.  The holders of a majority of the 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 except as otherwise provided by statute or by the
certificate of incorporation.  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 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
transacted which might have been transacted at the meeting as originally
notified.  If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         SECTION 10.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question. 


                                    3.

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         SECTION 11.  Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three (3) years from its date, unless the proxy provides for a longer
period.

         SECTION 12.  Unless otherwise provided in the certificate of
incorporation, 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 such stockholders, may be taken without a meeting
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 thereon were present and
voted; provided however, that before any action may be taken by written consent
in lieu of a meeting, the stockholders seeking to take such action must give the
Board of Directors advance written notice of their intentions ("Consent
Notice"), which Consent Notice shall be deemed received when delivered to, or
mailed and received by, the Chairman of the Board of Directors or, if no
Chairman exists, to each of the members of the Board of Directors.  Within ten
(10) days after receipt of the Consent Notice, the Board of Directors shall set
a record date for the purpose of determining those stockholders entitled to act
by such written consent, and such record date shall be not later than ten (10)
days after such action by the Board of Directors.  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

                                      DIRECTORS

         SECTION 1.  The number of directors which shall constitute the whole
board shall be determined by resolution of the Board of Directors or by the
stockholders at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and qualified.  Directors need not be stockholders.

         SECTION 2.  Vacancies and new 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 next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.  If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as


                                      4.

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constituted immediately prior to any such increase), the Court of Chancery 
may, upon application of any stockholder or stockholders holding at least ten 
(10%) percent of the total number of the shares at the time outstanding 
having the right to vote for such directors, summarily order an election to 
be held to fill any such vacancies or newly created directorships, or to 
replace the directors chosen by the directors then in office.

         SECTION 3.  The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these bylaws directed or required
to be exercised or done by the stockholders.

                          MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 4.  The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         SECTION 5.  The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the 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 6.  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.

         SECTION 7.  Special meetings of the board may be called by the
president on ten (10) days' notice to each director by mail or forty-eight (48)
hours notice to each director either personally or by telephone, telegram or
facsimile; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two (2) directors
unless the board consists of only one director, in which case special meetings
shall be called by the president or secretary in like manner and on like notice
on the written request of the sole director.

         SECTION 8.  At all meetings of the board a majority of the 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 there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the


                                      5.

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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 9.  Unless otherwise restricted by the certificate of
incorporation of these bylaws, 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 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 or committee.

         SECTION 10.  Unless otherwise restricted by the certificate of
incorporation or these bylaws, 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 any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                               COMMITTEES OF DIRECTORS

         SECTION 11.  The Board of Directors may, by resolution passed by a
majority of the whole board, designate one (1) or more committees, each
committee to consist of one (1) or more of the directors of the corporation. 
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.

         In the absence of disqualification of a member of a committee, 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.

         Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such committee or committees shall have such
name or


                                      6.

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names as may be determined from time to time by resolution adopted by the 
Board of Directors.

         SECTION 12.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                              COMPENSATION OF DIRECTORS

         SECTION 13.  Unless otherwise restricted by the certificate of
incorporation or these bylaws, the Board of Directors shall have the authority
to fix the compensation 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. 
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                                 REMOVAL OF DIRECTORS

         SECTION 14.  Unless otherwise restricted by the certificate of
incorporation or bylaw, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.


                                      ARTICLE IV

                                       NOTICES

         SECTION 1.  Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, 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, 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 by telegram, telephone or facsimile.

         SECTION 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
bylaws, 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.


                                        7.

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                                      ARTICLE V

                                       OFFICERS

         SECTION 1.  The officers of the corporation shall be chosen by the
Board of Directors and shall be a president, treasurer and a secretary. The
Board of Directors may elect from among its members a Chairman of the Board and
a Vice Chairman of the Board.  The Board of Directors may also choose one or
more vice-presidents, assistant secretaries and assistant treasurers.  Any
number of offices may be held by the same person, unless the certificate of
incorporation or these bylaws otherwise provide.

         SECTION 2.  The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a president, a treasurer, and a
secretary and may choose vice presidents.

         SECTION 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary 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.

         SECTION 4.  The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

         SECTION 5.  The officers of the corporation shall hold office until
their successors are chosen and qualify.  Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors.  Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                              THE CHAIRMAN OF THE BOARD

         SECTION 6.  The Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors and of the stockholders at which he shall be
present.  He shall have and may exercise such powers as are, from time to time,
assigned to him by the Board and as may be provided by law.

         SECTION 7.  In the absence of the Chairman of the Board, the Vice
Chairman of the Board, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which he shall be present.  He shall have
and may exercise such powers as are, from time to time, assigned to him by the
Board and as may be provided by law.


                                      8.

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                          THE PRESIDENT AND VICE-PRESIDENTS

         SECTION 8.  The president shall be the chief operating officer of the
corporation; and in the absence of the Chairman and Vice Chairman of the Board
he shall preside at all meetings of the stockholders and the Board of Directors;
he shall have general and active management of the business of the corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect.

         SECTION 9.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation. 

         SECTION 10.  In the absence of the president or in the event of his
inability or refusal to act, the vice-president, if any, (or in the event there
be more than one vice-president, the vice-presidents in the order designated by
the directors, 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 may from time to time prescribe.

                        THE SECRETARY AND ASSISTANT SECRETARY

         SECTION 11.  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 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
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.

         SECTION 12.  The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the secretary or in the event of his inability or refusal to
act, 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
may from time to time prescribe.


                                     9.

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                        THE TREASURER AND ASSISTANT TREASURERS

         SECTION 13.  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.  Unless
otherwise appointed, the Chief Financial Officer shall be the treasurer.

         SECTION 14.  He shall disburse the funds of the corporation as may be
ordered by 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.

         SECTION 15.  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.

         SECTION 16.  The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, 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 may from time to time prescribe.


                                      ARTICLE VI

                                 CERTIFICATE OF STOCK

         SECTION 1.  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 or vice-chairman of the Board of Directors, or the president 
or a vice-president and the treasurer or an assistant treasurer, or the 
secretary or an assistant secretary of the corporation, certifying the number 
of shares owned by him in the corporation.

         Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total


                                       10.

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amount of the consideration to be paid therefor, and the amount paid thereon 
shall be specified.

         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 qualification, limitations or
restrictions of such preferences and/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 General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
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 and/or rights.

         SECTION 2.  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.

                                  LOST CERTIFICATES

         SECTION 3.  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 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
and/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.

                                  TRANSFER OF STOCK

         SECTION 4.  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


                                        11.

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to issue a new certificate to the person entitled thereto, cancel the old 
certificate and record the transaction upon its books.

                                  FIXING RECORD DATE

         SECTION 5.  Subject to Section 12 of Article II hereof, in order that
the corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholder 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, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.  A determination of stockholders of record entitled
to notice of or to vote at a meeting 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.

                               REGISTERED STOCKHOLDERS

         SECTION 6.  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 it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                     ARTICLE VII

                                  GENERAL PROVISIONS

                                      DIVIDENDS

         SECTION 1.  Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the Board of Directors at any regular or special 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.  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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to


                                          12.

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meet contingencies, or for equalizing dividends, or for repairing or 
maintaining any property of the corporation, or for such other purposes as 
the directors shall think conducive to the interest of the corporation, and 
the directors may modify or abolish any such reserve in the manner in which 
it was created.

                                        CHECKS

         SECTION 3.  All checks or demands for money and 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 designate.

                                     FISCAL YEAR

         SECTION 4.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                         SEAL

         SECTION 5.  The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware".  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                   INDEMNIFICATION

         SECTION 6.  The corporation shall, to the fullest extent authorized
under the laws of the State of Delaware, as those laws may be amended and
supplemented from time to time, indemnify each of its agents made, or threatened
to be made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of being an agent of the corporation
or a predecessor corporation or, at the corporation's request, a director or
officer of another corporation, provided, however, that the corporation shall
indemnify any such agent in connection with a proceeding initiated by such agent
only if such proceeding was authorized by the Board of Directors of the
corporation.  The indemnification provided for in this Section 6 shall: (i) not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement or vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as to
action in another capacity while holding such office, (ii) continue as to a
person who has ceased to be an agent, and (iii) inure to the benefit of the
heirs, executors and administrators of such a person.  The corporation's
obligation to provide indemnification under this Section 6 shall be offset to
the extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.


                                       13.

<PAGE>

         Expenses incurred by an agent of the corporation in defending a 
civil or criminal action, suit or proceeding by reason of the fact that he is 
or was an agent of the corporation (or was serving at the corporation's 
request as a director or officer of another corporation) 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 such agent to 
repay such amount if it shall ultimately be determined that he is not 
entitled to be indemnified by the corporation as authorized by relevant 
sections of the General Corporation Law of Delaware.  Notwithstanding the 
foregoing, the corporation shall not be required to advance such expenses to 
an agent who is a party to an action, suit or proceeding brought by the 
corporation and approved by a majority of the Board of Directors of the 
corporation which alleges willful misappropriation of corporate assets by 
such agent, disclosure of confidential information in violation of such 
agent's fiduciary or contractual obligations to the corporation or any other 
willful and deliberate breach in bad faith of such agent's duty to the 
corporation or its stockholders.

         The foregoing provisions of this Section 6 shall be deemed to be a 
contract between the corporation and each agent who serves in such capacity 
at any time while this bylaw is in effect, and any repeal or modification 
thereof shall not affect any rights or obligations then existing with respect 
to any state of facts then or theretofore existing or any action, suit or 
proceeding theretofore or thereafter brought based in whole or in part upon 
any such state of facts.

         The Board of Directors in its discretion shall have power on behalf 
of the corporation to indemnify any person, other than a director, made a 
party to any action, suit or proceeding by reason of the fact that he, his 
testator or intestate, is or was an officer or employee of the corporation.

         To assure indemnification under this Section 6 of all directors, 
officers and employees who are determined by the corporation or otherwise to 
be or to have been "fiduciaries" of any employee benefit plan of the 
corporation which may exist from time to time, Section 145 of the General 
Corporation Law of Delaware shall, for the purposes of this Section 6, be 
interpreted as follows: an "other enterprise" shall be deemed to include such 
an employee benefit plan, including without limitation, any plan of the 
corporation which is governed by the Act of Congress entitled "Employee 
Retirement Income Security Act of 1974," as amended from time to time; the 
corporation shall be deemed to have requested a person to serve an employee 
benefit plan where the performance by such person of his duties to the 
corporation also imposes duties on, or otherwise involves services by, such 
person to the plan or participants or beneficiaries of the plan; excise taxes 
assessed on a person with respect to an employee benefit plan pursuant to 
such Act of Congress shall be deemed "fines."


                                        14.

<PAGE>

                                     ARTICLE VIII

                                      AMENDMENTS

         SECTION 1.  These bylaws may be altered, amended or repealed or new 
bylaws may be adopted by the stockholders or by the Board of Directors, when 
such power is conferred upon the Board of Directors by the certificate of 
incorporation, at any regular meeting of the stockholders or of the Board of 
Directors or at any special meeting of the stockholders or of the Board of 
Directors if notice of such alteration, amendment, repeal or adoption of new 
bylaws be contained in the notice of such special meeting.  If the power to 
adopt, amend or repeal bylaws is conferred upon the Board of Directors by the 
certificate or incorporation it shall not divest or limit the power of the 
stockholders to adopt, amend or repeal bylaws.  Notwithstanding the 
foregoing, any amendment, modification or repeal of Section 7 or Section 12 
of Article II of these bylaws shall require the affirmative vote of at least 
two-thirds (2/3) of the "Continuing Directors," as such term is defined 
below.  "Continuing Directors" shall be defined as (i) those directors who 
were members of the corporation's Board of Directors on July 29, 1996, the 
date this supermajority bylaw provision was adopted (the "Adopting 
Directors") who are Board members as and when such amendment, modification or 
repeal is to be voted upon plus (ii) those directors who were nominated by 
the Adopting Directors and who are Board members as and when such amendment, 
modification or repeal is to be voted upon. If no such Adopting Directors or 
directors nominated by such Adopting Directors exist at the time such 
amendment, modification or repeal is voted upon, a vote of the Board of 
Directors will be required to approve such amendment, modification or repeal 
of such two sections.


                                         15.

<PAGE>
                     CERTIFICATE OF ADOPTION BY THE SECRETARY OF

                          GASONICS INTERNATIONAL CORPORATION

         The undersigned, Terry Gibson, hereby certifies that he is the duly

elected and acting Secretary of GaSonics International Corporation, a Delaware

corporation (the "Corporation"), and that the Bylaws attached hereto constitute

the Bylaws of said Corporation in effect as of the date hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name

this 29th day of July, 1996.




                                              -----------------
                                              Terry Gibson
                                              Secretary