EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                             BIG DOG HOLDINGS, INC.
                            (a Delaware corporation)

The Bylaws are amended and restated as of February 5, 1998.

                            ARTICLE 1 - STOCKHOLDERS

         1.1 Place of Meetings.  All meetings of  stockholders  shall be held at
such place  within or without the State of Delaware  as may be  designated  from
time  to  time  by the  Board  of  Directors  or  the  President  or,  if not so
designated, at the executive offices of the corporation.

         1.2 Annual Meeting. The annual meeting of stockholders for the election
of directors and for the  transaction  of such other business as may properly be
brought  before the meeting  shall be held each year  beginning  in the calendar
year 1998 on such date and at such time as the Board of Directors determines. If
this date shall fall upon a legal holiday at the place of the meeting, then such
meeting shall be held on the next  succeeding  business day at the same hour. If
no annual meeting is held in accordance with the foregoing provisions, the Board
of  Directors  shall  cause  the  meeting  to be  held  as  soon  thereafter  as
convenient.

         1.3 Special  Meetings.  Special  meetings of stockholders may be called
only in accordance with Article SIXTH of the Certificate of  Incorporation as it
may be amended from time to time (the "Certificate of Incorporation").

         1.4 Notice of Meetings.  Except as otherwise  provided by law,  written
notice of each  meeting of  stockholders,  whether  annual or special,  shall be
given not less than 10 nor more than 60 days  before the date of the  meeting to
each stockholder  entitled to vote at such meeting.  The notices of all meetings
shall  state the place,  date and hour of the  meeting.  The notice of a special
meeting shall state, in addition,  the purpose or purposes for which the meeting
is called. If mailed,  notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

         1.5 Voting List.  The officer who has charge of the stock ledger of the
corporation   shall   prepare,   at  least  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 examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city 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 of the  meeting,  and may be  inspected  by any
stockholder who is present.

         1.6 Quorum.  Except as otherwise  provided by law, the  Certificate  of
Incorporation  or these  Bylaws,  the holders of a majority of the shares of the
capital stock of the corporation  issued and outstanding and entitled to vote at
the  meeting,  present in person or  represented  by proxy,  shall  constitute a
quorum for the transaction of business.

         1.7  Adjournments.  Any meeting of  stockholders  may be  adjourned  to
another  time and to any other place at which a meeting of  stockholders  may be
held  under  these  Bylaws by the  stockholders  present or  represented  at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to preside at or to act as Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any adjournment
of less  than 30 days  if the  time  and  place  of the  adjourned  meeting  are
announced  at the  meeting  at which  adjournment  is  taken,  unless  after the
adjournment  a new  record  date is  fixed  for the  adjourned  meeting.  At the
adjourned  meeting,  the  corporation may transact any business which might have
been transacted at the original meeting.

         1.8 Voting and Proxies.  Each stockholder  shall have one vote for each
share of  stock  entitled  to vote  held of  record  by such  stockholder  and a
proportionate  vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting of stockholders may vote in person or may authorize  another person
or persons to vote or act for him by written proxy  executed by the  stockholder
or his authorized  agent and delivered to the Secretary of the  corporation.  No
such proxy  shall be voted or acted upon after  three years from the date of its
execution, unless the proxy expressly provides for a longer period.

         1.9  Action at  Meeting.  In all  matters  other than the  election  of
directors, when a quorum is present at any meeting, the holders of a majority of
the stock present or represented  and entitled to vote on the subject matter (or
if there are two or more classes of stock entitled to vote as separate  classes,
then in the case of each such  class,  the holders of a majority of the stock of
that class present or  represented  and entitled to vote on the subject  matter)
shall decide any matter to be voted upon by the  stockholders  at such  meeting,
except  when a  different  vote is required  by express  provision  of law,  the
Certificate  of  Incorporation  or these  Bylaws.  Any  election of directors by
stockholders  shall  be  determined  by a  plurality  of the  votes  cast by the
stockholders entitled to vote at the election.

         1.10 Advance Notice of Stockholder  Nominees and Stockholder  Business.
(a) At an  annual  meeting  of the  stockholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting,  business must be: (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.  For  business to be properly  brought  before an
annual meeting by a stockholder,  the stockholder  must have given timely notice
thereof  in  writing  to the  Secretary  of the  corporation.  To be  timely,  a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices  of the  corporation  not later  than the close of
business on the  sixtieth  (60th) day nor earlier  than the close of business on
the ninetieth (90th) day prior to the first  anniversary of the preceding year's
annual meeting; provided,  however, that in the event that no annual meeting was
held in the previous year or the date of the annual  meeting has been changed by
more  than  thirty  (30)  days  from  the date  contemplated  at the time of the
previous year's proxy statement,  notice by the stockholder to be timely must be
so received not earlier than the close of business on the  ninetieth  (90th) day
prior to such  annual  meeting  and not later than the close of  business on the
later of the sixtieth  (60th) day prior to such annual  meeting or, in the event
public  announcement  of the date of such  annual  meeting  is first made by the
corporation  fewer  than  seventy  (70)  days  prior to the date of such  annual
meeting,  the close of business  on the tenth  (10th) day  following  the day on
which  public  announcement  of the date of such  meeting  is first  made by the
corporation.  A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder  proposes to bring before the annual meeting: (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and  address,  as they appear on the  corporation's  books,  of the  stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially  owned by the stockholder,  (iv) any material interest of
the stockholder in such business and (v) any other  information that is required
to be  provided  by  the  stockholder  pursuant  to  Regulation  14A  under  the
Securities  Exchange Act of 1934,  as amended  (the "1934  Act"),  in his or her
capacity  as  a  proponent  to  a  stockholder  proposal.   Notwithstanding  the
foregoing,  in  order to  include  information  with  respect  to a  stockholder
proposal in the proxy statement and form of proxy for a  stockholder's  meeting,
stockholders  must  provide  notice as required by the  regulations  promulgated
under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance  with the
procedures  set forth in this  paragraph (a). The chairman of the annual meeting
shall, if the facts warrant,  determine and declare at the meeting that business
was  not  properly  brought  before  the  meeting  and in  accordance  with  the
provisions of this  paragraph  (a), and, if he or she should so determine,  such
chairman  shall so declare at the meeting  that any such  business  not properly
brought before the meeting shall not be transacted.


         (b) Only persons who are  nominated in accordance  with the  procedures
set forth in this  paragraph  (b) shall be eligible for  election as  directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of  stockholders by or at the direction of the Board of
Directors  or by any  stockholder  of the  corporation  entitled  to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this  paragraph (b). Such  nominations,  other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
(as set forth in paragraph (a) of this Section 1.10) in writing to the Secretary
of the  corporation  in accordance  with the provisions of paragraph (b) of this
Section 1.10. Such  stockholder's  notice shall set forth (i) as to each person,
if any, whom the stockholder proposes to nominate for election or re-election as
a director:  (A) the name, age,  business address and residence  address of such
person, (B) the principal occupation or employment of such person, (C) the class
and number of shares of the  corporation  which are  beneficially  owned by such
person,  (D) 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 nominations are to be made by the stockholder,
and (E) any other  information  relating  to such  person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the 1934 Act (including
without  limitation  such person's  written  consent to being named in the proxy
statement,  if any, as a nominee and to serving as a director if  elected),  and
(ii) as to such  stockholder  giving  notice,  the  information  required  to be
provided  pursuant to paragraph  (a) of this Section 1.10. At the request of the
Board of  Directors,  any person  nominated by a  stockholder  for election as a
director  shall furnish to the  Secretary of the  corporation  that  information
required  to be set  forth  in the  stockholder's  notice  of  nomination  which
pertains to the nominee.  No person shall be eligible for election as a director
of the corporation  unless nominated in accordance with the procedures set forth
in this paragraph (b). The chairman of the meeting shall,  if the facts warrant,
determine  and  declare  at the  meeting  that a  nomination  was  not  made  in
accordance  with the  procedures  prescribed by these  Bylaws,  and if he or she
should so  determine,  such  chairman  shall so declare at the meeting,  and the
defective nomination shall be disregarded.

         (c) For purposes of this Section 1.10, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the 1934 Act.


<PAGE>


                              ARTICLE 2 - DIRECTORS

         2.1 General Powers.  The business and affairs of the corporation  shall
be managed by or under the direction of a Board of  Directors,  who may exercise
all of the powers of the  corporation  except as otherwise  provided by law, the
Certificate of Incorporation  or these Bylaws.  In the event of a vacancy in the
Board of Directors,  the remaining  directors,  except as otherwise  provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.

         2.2 Number; Election; Tenure and Qualification. The number of Directors
of the  Corporation  shall be six (6),  subject to amendment in accordance  with
Article  FIFTH of the  Certificate  of  Incorporation.  The  Directors  shall be
classified and their  successors  elected in accordance  with Article SEVENTH of
the Certificate of Incorporation.  Subject to the requirement of the Certificate
of Incorporation that the classes be as nearly equal in number as possible,  the
size of each  class of  Directors  shall be as  determined  from time to time by
resolution adopted by a majority of the Board of Directors. Any reduction in the
size of any  class of  Directors  shall  not  shorten  the term of office of any
incumbent Director. Directors need not be stockholders of the corporation.

         2.3 Chairman of the Board and Vice Chairman of the Board.  The Board of
Directors may appoint a Chairman of the Board. Although the Chairman may also be
an officer of the corporation, the Chairman shall not be deemed to be an officer
of the  corporation  simply by  virtue of his  appointment  as an  officer.  The
Chairman shall, when present,  preside at all meetings of the Board of Directors
and shall  perform  such other  duties and possess  such other  powers as may be
vested in him by these Bylaws,  by applicable law and by the Board of Directors.
If the Board of Directors  appoints a Vice Chairman of the Board,  he shall,  in
the absence or disability  of the Chairman of the Board,  perform the duties and
exercise  the powers of the  Chairman of the Board and shall  perform such other
duties and possess  such other  powers as may from time to time be vested in him
by the Board of Directors.

         2.4  Enlargement of the Board of Directors.  The  authorized  number of
directors on the Board of Directors may be increased in accordance  with Article
FIFTH of the Certificate of Incorporation.

         2.5 Vacancies. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board of Directors, may be filled by vote of a majority of
the  directors  then  in  office,  although  less  than a  quorum,  or by a sole
remaining  director;  provided,  however,  a vacancy created by the removal of a
director by the vote of the stockholders or by court order may be filled only by
the  affirmative  vote of a majority of the shares  represented  and voting at a
duly  held  meeting  at  which  a  quorum  is  present   (which   shares  voting
affirmatively  also constitute a majority of the required quorum).  Any director
elected in  accordance  with the  preceding  sentence  shall hold office for the
remainder  of the  full  term  of the  class  of  directors  in  which  the  new
directorship  was  created or the  vacancy  occurred  and until such  director's
successor  shall have been  elected  and  qualified,  or until  such  director's
earlier death, resignation or removal.

         2.6  Resignation.  Any  director may resign by  delivering  his written
resignation to the  corporation  at its principal  office or to the President or
Secretary.  Such  resignation  shall be  effective  upon  receipt  unless  it is
specified to be effective at some other time or upon the happening of some other
event.

         2.7  Removal.  Any  director or the entire  Board of  Directors  may be
removed,  only as  permitted  by  applicable  law  and  Article  SEVENTH  of the
Certificate of Incorporation.

         2.8 Regular Meetings. Regular meetings of the Board of Directors may be
held  without  notice at such time and  place,  within or  without  the State of
Delaware,  as shall be  determined  from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be  given  notice  of the  determination.  A  regular  meeting  of the  Board of
Directors may be held without notice  immediately after and at the same place as
the annual meeting of stockholders.

         2.9 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware,  designated
in a call by the Chairman of the Board,  Vice Chairman of the Board,  President,
two or more  directors,  or by one  director  in the event  that there is only a
single director in office.

         2.10  Notice of  Special  Meetings.  Notice of any  special  meeting of
directors  shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be given to each director
in person,  by telephone,  by facsimile  transmission or by telegram sent to his
business  or home  address at least 48 hours in advance  of the  meeting,  or by
written  notice  mailed to his  business  or home  address  at least 72 hours in
advance of the  meeting.  A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting.

         2.11 Meetings by Telephone  Conference Calls.  Directors or any members
of any committee designated by the directors may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  by such means shall constitute
presence in person at such meeting.

         2.12 Quorum.  A majority of the number of directors  fixed  pursuant to
Section 2.2 shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors  shall be  disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified;  provided,  however,  that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum.  In the absence of a quorum at
any such meeting,  a majority of the  directors  present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

         2.13 Action at Meeting.  At any  meeting of the Board of  Directors  at
which a quorum is  present,  the vote of a majority  of those  present  shall be
sufficient to take any action,  unless a different vote is specified by law, the
Certificate of Incorporation or these Bylaws.

         2.14 Action by Consent. Any action required or permitted to be taken at
any  meeting  of the  Board of  Directors  or of any  committee  of the Board of
Directors  may be taken  without  a  meeting,  if all  members  of the  Board of
Directors or  committee,  as the case may be,  consent to the action in writing,
and the written  consents are filed with the minutes of proceedings of the Board
of Directors or committee.

         2.15 Committees.  The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees, each
committee  to consist of one or more of the  directors 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 meeting
of the committee. In the absence or disqualification of a member of a committee,
the  member  or  members  of the  committee  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
and subject to the provisions of the General Corporation Law of Delaware,  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.
Each such  committee  shall keep  minutes and make such  reports as the Board of
Directors  may from time to time  request.  Except as the Board of Directors may
otherwise  determine,  any  committee  may make  rules  for the  conduct  of its
business,  but unless otherwise  provided by the directors or in such rules, its
business  shall be  conducted  as nearly as  possible  in the same  manner as is
provided in these Bylaws for the Board of Directors.

         2.16   Compensation   for   Directors.   Directors  may  be  paid  such
compensation  for  their  services  and  such   reimbursement  for  expenses  of
attendance  at  meetings  as the  Board  of  Directors  may  from  time  to time
determine.  No such  payment  shall  preclude  any  director  from  serving  the
corporation  or  any of its  parent  or  subsidiary  corporations  in any  other
capacity and receiving compensation for such service.


                              ARTICLE 3 - OFFICERS

         3.1  Enumeration.  The officers of the  corporation  shall consist of a
President,  a Treasurer,  a Secretary  and such other  officers  with such other
titles as the Board of Directors  shall  determine,  including  one or more Vice
Presidents,  Assistant  Treasurers,  and  Assistant  Secretaries.  The  Board of
Directors may appoint such other officers as it may deem appropriate.

         3.2 Election.  The President,  Treasurer and Secretary shall be elected
by the Board of Directors at its first meeting  following the annual  meeting of
stockholders.  Other officers may be appointed by the Board of Directors at such
meeting or at any other meeting.

         3.3  Qualification.  The President  need not be a director.  No officer
need be a stockholder. Any two or more offices may be held by the same person.

         3.4 Tenure.  Except as otherwise provided by law, by the Certificate of
Incorporation  or by these  Bylaws,  each  officer  shall hold office  until his
successor is elected and qualified,  unless a different term is specified in the
vote  choosing or appointing  him, or until his earlier  death,  resignation  or
removal.

         3.5 Resignation  and Removal.  Any officer may resign by delivering his
written  resignation  to the  corporation  at  its  principal  office  or to the
President or Secretary.  Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

                  The Board of Directors,  or a committee duly  authorized to do
so,  may  remove  any  officer  with or  without  cause.  Except as the Board of
Directors  may otherwise  determine,  no officer who resigns or is removed shall
have any right to any  compensation  as an officer for any period  following his
resignation  or  removal,  or any right to damages  on account of such  removal,
whether his  compensation  be by the month or by the year or  otherwise,  unless
such compensation is expressly  provided in a duly authorized  written agreement
with the corporation.

         3.6 Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its  discretion,  leave  unfilled for such
period as it may determine any offices other than those of President,  Treasurer
and Secretary.  Each such successor  shall hold office for the unexpired term of
his predecessor  and until his successor is elected and qualified,  or until his
earlier death, resignation or removal.

         3.7 President.  The President shall be the chief  operating  officer of
the  corporation.   He  shall  also  be  the  chief  executive  officer  of  the
corporation.  The  President  shall,  subject to the  direction  of the Board of
Directors,  have  general  supervision  and  control  of  the  business  of  the
corporation. Unless otherwise provided by the directors, he shall preside at all
meetings of the stockholders  and of the Board of Directors  (except as provided
in Section 3.7 above).  The President  shall perform such other duties and shall
have  such  other  powers  as the  Board  of  Directors  may  from  time to time
prescribe.

         3.8 Vice  Presidents.  Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the  President may from time to
time prescribe. In the event of the absence,  inability or refusal to act of the
President,  the Vice  President  (or if there  shall be more than one,  the Vice
Presidents in the order  determined by the Board of Directors) shall perform the
duties of the President and when so performing  shall have all the powers of and
be subject to all the  restrictions  upon the President.  The Board of Directors
may assign to any Vice President the title of Executive Vice  President,  Senior
Vice President or any other title selected by the Board of Directors.

         3.9 Secretary and Assistant Secretary. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the President may
from time to time  prescribe.  In addition,  the  Secretary  shall  perform such
duties and have such  powers as are  incident  to the  office of the  secretary,
including without  limitation the duty and power to give notices of all meetings
of stockholders  and special  meetings of the Board of Directors,  to attend all
meetings of  stockholders  and the Board of  Directors  and keep a record of the
proceedings,  to maintain a stock ledger and prepare lists of  stockholders  and
their  addresses  as required,  to be  custodian  of  corporate  records and the
corporate seal and to affix and attest to the same on documents.

                  Any Assistant  Secretary shall perform such duties and possess
such powers as the Board of  Directors,  the President or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary,  the Assistant  Secretary (or if there shall be more than one,
the  Assistant  Secretaries  in the order  determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                  In the absence of the Secretary or any Assistant  Secretary at
any meeting of  stockholders or directors,  the person  presiding at the meeting
shall designate a temporary secretary to keep a record of the meeting.

         3.10 Treasurer,  Vice  President-Finance and Controller.  The Treasurer
shall  be  the  chief   financial   officer   of  the   corporation.   The  Vice
President-Finance (who may be a Senior or Executive Vice President) shall be the
chief   accounting   officer  of  the   corporation.   The  Treasurer  and  Vice
President-Finance  shall  perform  such duties and shall have such powers as may
from time to time be assigned to each of them by the Board of  Directors  or the
President.  In addition, the Treasurer and Vice President-Finance  shall perform
such  duties  and have  such  powers  as are  incident  to the  office  of chief
financial officer and chief accounting officer, including without limitation the
duty and power to keep and be  responsible  for all funds and  securities of the
corporation,  to deposit funds of the  corporation in  depositories  selected in
accordance with these Bylaws,  to disburse such funds as ordered by the Board of
Directors or the President, to make proper accounts of such funds, and to render
as required by the Board of Directors or the  President  statements  of all such
transactions and of the financial condition of the corporation.

         The Vice  President-Finance,  Assistant  Treasurer and Controller shall
perform  such duties and  possess  such  powers as the Board of  Directors,  the
President or the Treasurer may from time to time prescribe.  In the event of the
absence,  inability or refusal to act of the Treasurer, the President, or if the
President or the Board  elects,  the Vice  President-Finance  shall  perform the
duties and exercise the powers of the chief financial officer.

         3.11 Bonded Officers. The Board of Directors may require any officer to
give the  corporation  a bond in such sum and with such  surety or  sureties  as
shall be  satisfactory  to the Board of Directors upon such terms and conditions
as the Board of Directors may specify,  including without  limitation a bond for
the  faithful  performance  of  his  duties  and  for  the  restoration  to  the
corporation of all property in his possession or under his control  belonging to
the corporation.

         3.12 Salaries.  Officers of the  corporation  shall be entitled to such
salaries,  compensation or  reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                            ARTICLE 4 - CAPITAL STOCK

         4.1 Issuance of Stock.  Unless  otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation,  the whole or any
part of any unissued balance of the authorized  capital stock of the corporation
held in its treasury may be issued,  sold,  transferred or otherwise disposed of
by vote of the Board of Directors in such manner,  for such consideration and on
such terms as the Board of Directors may determine.

         4.2  Certificates  of Stock.  Every holder of stock of the  corporation
shall be entitled to have a  certificate,  in such form as may be  prescribed by
law and by the Board of  Directors,  certifying  the  number and class of shares
owned by him in the corporation. Each such certificate shall be signed by, or in
the name of the corporation  by, the President or a Vice  President,  and by the
Treasurer or an Assistant Treasurer,  or the Secretary or an Assistant Secretary
of the  corporation.  Any or all of the signatures on the  certificate  may be a
facsimile.

                  Each  certificate for shares of stock which are subject to any
restriction  on  transfer  pursuant to the  Certificate  of  Incorporation,  the
Bylaws,  applicable  securities  laws  or any  agreement  among  any  number  of
stockholders or among such holders and the corporation shall have  conspicuously
noted  on the  face or back  of the  certificate  either  the  full  text of the
restriction or a statement of the existence of such restriction.

         4.3 Transfers. Subject to the restrictions,  if any, stated or noted on
the stock  certificates,  shares of stock may be transferred on the books of the
corporation  by the surrender to the  corporation  or its transfer  agent of the
certificate  representing  such shares  properly  endorsed or  accompanied  by a
written assignment or power of attorney properly  executed,  and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate  of  Incorporation  or by these  Bylaws,  the  corporation  shall be
entitled to treat the record  holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer,  pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these Bylaws.

         4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a
new certificate of stock in place of any previously issued  certificate  alleged
to have been lost,  stolen, or destroyed,  upon such terms and conditions as the
Board of Directors  may  prescribe,  including  the  presentation  of reasonable
evidence of such loss,  theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the  corporation or any
transfer agent or registrar.

         4.5 Record Date.  The Board of Directors may fix in advance a date as a
record date for the  determination of the stockholders  entitled to notice of or
to vote at any meeting of  stockholders  or to express  consent (or  dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution or allotment of any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such  meeting,  nor more than 60 days  prior to any other  action to
which such record date relates.

                  If no record date is fixed,  the record  date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the close of business on the day before the day on which notice is given, or,
if notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for  determining  stockholders  entitled to
express consent to corporate action in writing without a meeting,  when no prior
action by the Board of  Directors  is  necessary,  shall be the day on which the
first written consent is expressed. The record date for determining 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 to such purpose.

                  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.

                           ARTICLE 5 - INDEMNIFICATION

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director or officer which it shall
have power to indemnify under the Section  against any expenses,  liabilities or
other  matters  referred to in or covered by that Section.  The  indemnification
provided  for in this  Article:  (i) shall 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) shall continue as to a person who has ceased to be a director
or officer;  and (iii) shall  inure to the benefit of the heirs,  executors  and
administrators  of  such a  person.  The  corporation's  obligation  to  provide
indemnification  under this  Article  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.

         Expenses incurred by a director of the corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director 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  director 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.

         To assure  indemnification  under this  Article of all such persons 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, such Section 145 shall, for the purposes of this Article,  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"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.

                         ARTICLE 6 - GENERAL PROVISIONS

         6.1 Fiscal Year.  Except as from time to time  otherwise  designated by
the Board of  Directors,  the fiscal  year of the  corporation  shall end on the
Saturday closest to February 28.

         6.2      Corporate Seal.  The corporate seal shall be in such form as
shall be approved by the Board of Directors.

         6.3  Execution  of  Instruments.  The  President,  the Chief  Executive
Officer, any Vice President,  the Secretary or the Treasurer shall have power to
execute and deliver on behalf and in the name of the  corporation any instrument
requiring  the signature of an officer of the  corporation,  except as otherwise
provided  in these  Bylaws,  or where  the  execution  and  delivery  of such an
instrument shall be expressly  delegated by the Board of Directors to some other
officer or agent of the corporation.

         6.4 Waiver of Notice.  Whenever any notice whatsoever is required to be
given by law, by the Certificate of  Incorporation  or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such  person's duly  authorized  attorney,  or by telegraph,  cable or any other
available method, whether before, at or after the time stated in such waiver, or
the  appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

         6.5  Voting  of  Securities.  Except  as the  directors  may  otherwise
designate,  the President,  the Chief Executive Officer, any Vice President, the
Secretary or Treasurer may waive notice of, and act as, or appoint any person or
persons  to act as,  proxy or  attorney-in-fact  for this  corporation  (with or
without power of  substitution)  at, any meeting of stockholders or shareholders
of any other corporation or organization, the securities of which may be held by
this corporation.
         6.6  Evidence of  Authority.  A  certificate  by the  Secretary,  or an
Assistant  Secretary,  or a temporary  Secretary,  as to any action taken by the
stockholders,  directors,  a committee or any officer or  representative  of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

         6.7 Certificate of Incorporation. All references in these Bylaws to the
Certificate  of  Incorporation  shall be deemed to refer to the  Certificate  of
Incorporation  of the  corporation,  as amended and in effect from time to time.
These Bylaws are subject to the provisions of the  Certificate of  Incorporation
and applicable law.

         6.8 Transactions  with Interested  Parties.  No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of the directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates  in the meeting of the Board of  Directors  or a  committee  of the
Board of  Directors  which  authorizes  the  contract or  transaction  or solely
because his or their votes are counted for such purpose, if:

                  (a) The material facts as to his  relationship or interest and
as to the  contract or  transaction  are  disclosed or are known to the Board of
Directors  or the  committee,  and the Board of  Directors  or committee in good
faith  authorizes  the contract or  transaction  by the  affirmative  votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or

                  (b) The material facts as to his  relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the stockholders; or

                  (c) The contract or transaction is fair as to the  corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  Board  of
Directors, a committee of the Board of Directors, or the stockholders.

                  Common or interested  directors may be counted in  determining
the  presence  of a  quorum  at a  meeting  of the  Board of  Directors  or of a
committee which authorizes the contract or transaction.

         6.9 Severability.  Any determination that any provision of these Bylaws
is for any  reason  inapplicable,  illegal  or  ineffective  shall not affect or
invalidate any other provision of these Bylaws.

         6.10  Pronouns.  All  pronouns  used in these Bylaws shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.


<PAGE>


                             ARTICLE 7 - AMENDMENTS

         7.1 By the  Board  of  Directors.  Subject  to  the  provisions  of the
Certificate of Incorporation,  these Bylaws may be altered,  amended or repealed
or new  Bylaws  may be adopted  by the  affirmative  vote of a  majority  of the
directors present at any regular or special meeting of the Board of Directors at
which a quorum is present.

         7.2 By the  Stockholders.  Subject to the provisions of the Certificate
of Incorporation, these Bylaws may be altered, amended or repealed or new Bylaws
may be adopted by the affirmative vote of the holders of at least 66-2/3% of the
shares of the  capital  stock of the  corporation  issued  and  outstanding  and
entitled  to vote at any  regular  meeting of  stockholders,  or at any  special
meeting of stockholders,  provided notice of such alteration,  amendment, repeal
or adoption of new bylaws  shall have been stated in the notice of such  special
meeting.


<PAGE>


                            CERTIFICATE OF SECRETARY



         The undersigned,  being the duly elected Secretary of Big Dog Holdings,
Inc., a Delaware  corporation,  hereby  certifies  that the Amended and Restated
Bylaws to which this  Certificate  is attached were duly adopted by the Board of
Directors of said Corporation as of February 5, 1998.



                                 /s/ANTHONY WALL
                             Anthony Wall, Secretary