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                                                                     EXHIBIT 3.2

                                    BY-LAWS
                                      OF
                           PRIVATE MEDIA GROUP, INC.


ARTICLE I.  REGISTERED OFFICE.
            ----------------- 

     The registered office shall be at 3230 Flamingo Rd. Suite 156, Las Vegas,
Nevada 89121 or at such other location as the Board of director may determine.
Private Media Group, Inc. (hereinafter called the "Corporation") may also have
offices at such other places both within or without State of Nevada as the Board
of Directors may from time to time determine or the business of the Corporation
may require.


ARTICLE II.  FISCAL YEAR.
             ----------- 

     The fiscal year of the Corporation shall end on the last day of December,
of each year unless another date shall be fixed by resolution of the Board of
Directors. After such date is fixed, it may be changed for future fiscal years
at any time by further resolution of the Board of Directors.


ARTICLE III.    MEETING OF SHAREHOLDERS.
                ----------------------- 

     1.  Meetings.
         -------- 

     All meetings of the shareholders for the election of Directors shall either
be by waiver of notice and consent or shall be held at such place either within
or without State of Nevada as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     2.  Annual Meetings.
         --------------- 

     Annual meetings of shareholders may be held by waiver of notice and consent
or shall be held on such date an time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting; at which
meeting the shareholders shall elect, either in person or by proxy, by a
plurality vote a Board of Directors and transact such other business as may
properly be brought before the meeting.

     3.  Special Meetings.
         ---------------- 

     Special meetings of the shareholders, for any purpose or purposes, may be
held by waiver of notice and consent or may be called by the President and shall
be called by the President or Secretary at the request in writing of any two (2)
of the Board of Directors, or at the request in writing of shareholders owning
not less than ten (10%) percent of the entire common stock of the Corporation
issued and outstanding and entitled to vote.

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     4.  Notice.
         ------ 

     When required by law, 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 less than ten (10) nor more than sixty (60)
days before the date of the meeting, to each shareholder entitled to vote at
such meeting.

 
     5.  Notice of Specific Purpose.
         -------------------------- 

     Business transacted at a special meeting shall not be limited to the
purpose stated in the notice so long as not more than forty (40%) percent of the
shareholders present do not object to the consideration of such business.

     6.  Quorum.
         ------ 

     Except as otherwise provided by statute or by the Articles of
Incorporation, the holders of fifty (50%) percent of the shares issued and
outstanding and entitled to vote at such meeting, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business.  If, however, such quorum shall
not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote at such meeting, 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.  Such adjourned meeting at which a quorum shall be present or
represented shall constitute the meeting as originally notified.  If the
adjournment is for more than sixty (60) 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 shareholder of record entitled to vote at the
meeting.

     7.  Voting Percentage.
         ----------------- 

     When a quorum is present at any meeting, the vote of the holders of a
majority of the shares having the 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 Articles of
Incorporation or of these By-Laws, a different vote is required, in which case
such express provision shall govern and control the necessary vote for such
question.

     8.  Voting List.
         ------------

     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 shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder.  Such list shall be open
to the examination of any shareholder for any purpose germane to the meeting,
during the 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 shareholder who is present.

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     9.  Votes Per Share and Proxies.
         --------------------------- 

     Each shareholder shall be entitled to one vote in person or by proxy for
each share of common stock having voting power held by such shareholder, but no
proxy shall be voted on after three (3) months from its date, unless the proxy
provides for a longer period.


ARTICLE IV.  DIRECTORS.
             --------- 

     1.  Number.
         ------ 

     The number of Directors which shall constitute the whole Board shall
consist of not less than three (3) nor more than nine (9) Directors.  The
Directors shall be elected at the annual meeting of the shareholders, except as
provided in Paragraph 2 of this Article.  Each Director elected shall hold
office until his successor is elected and qualified or until he is removed
pursuant to statute.  Directors need not be shareholders.

     2.  Vacancies.
         --------- 

    Vacancies and newly created directorships resulting from any increase in the
authorized number of Directors may be filled by a majority of the Directors then
in office, though less than a quorum, or by a sole remaining Director.  The
Director so chosen shall hold office until the next annual election and until
his successor is duly elected and shall qualify, unless sooner displaced.  If
there are no Directors in office, then an election of Directors shall be held in
the manner provided by statute.

     3.  Powers.
         ------ 

     The business of the Corporation shall be managed by 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 Articles of Incorporation
directed or required to be exercised or done by the shareholders.

     4.  Place of Meetings.
         ----------------- 

     The Board of Directors of the Corporation may hold meetings, both regular
and special, either within or without the State of Nevada.

     5.  First Meeting.
         ------------- 

     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 shareholders 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 shareholders 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
shareholders, the meeting may be held at such time an 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.

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     6.  Regular Meetings.
         ---------------- 

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

     7.  Special Meetings.
         ---------------- 

     Special meetings of the Board may be called by the President on three day's
notice to each Director, either personally or by mail or by telegram; special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request by two (2) Directors.

     8.  Quorum.
         ------ 

     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 Articles of Incorporation.  If a quorum shall not be present
at any meeting of the Board of Directors, the Directors present at such meeting
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     9.  Consent Meetings.
         ---------------- 

     Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of the Board or
committee consent thereto in writing, and the writing or writings are filed with
the minutes of the Board.

     10.  General Authorization of Board's Authority to Issue
          ---------------------------------------------------
           Stock.
           ----- 

     The Board of Directors may issue, from time to time and in its discretion,
any stock authorized by the Articles of Incorporation to be issued by the
Corporation.


ARTICLE V.  NOTICES.
            ------- 

     Whenever, under the provisions of the statutes or of the Articles of
Incorporation or of these By-Laws, notice is required to be given to any
Director or shareholder, it shall not be construed to require personal notice
unless specifically stated.  Rather such notice may be given in writing, by
mail, addressed to such Director or shareholder, 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,
fascimile, or email.

     Whenever any notice is required to be given under the provisions of the
statutes or of the Articles of Incorporation or of these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
such notice.

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ARTICLE VI.  OFFICERS.
             -------- 

     1.  Officers.
         -------- 

     The Board of Directors, within twenty-one (21) days after the annual
election of the Directors in each year, shall elect a President,  a Secretary,
and a Treasurer, who need not be members of the Board and who need not be
shareholders.  The Board at that time or from time to time may, in addition,
elect a Chief Marketing Officer, Chief Operating Officer, Chief Financial
Officer and more than one Vice-Presidents, Assistant Secretaries and Assistant
Treasurers who may or may not be members of the Board.  The same person may hold
any two or more offices. The Board may also appoint such other Officers and
agents as it may deem necessary for the transaction of the business of the
Corporation.

     2.  Terms.
         ----- 

     The term of office of all Officers shall be one year or until their
respective successors are chosen, but any Officer may be removed from office,
with or without cause, at any meeting of the Board of Directors by the
affirmative vote of a majority of the Directors then in office.  The Board of
Directors shall have power to fill any vacancies in any offices occurring from
whatever reason.

     3.  Salaries.
         -------- 
     The salaries and other compensation of all Officers of the Corporation
shall be fixed by the Board of Directors.

     4.  President.
          --------- 

     The President shall be the chief executive officer of the Corporation and
shall have the responsibility for the general and active management of the
business of the Corporation, and shall see that all orders and resolutions of
the Board are carried into effect.  He shall execute all authorized conveyances,
contracts, or other obligations in the name of the Corporation 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.  He shall preside
at all meetings of the shareholders and, if not a member of the Board of
Directors, shall nonetheless receive notice of all meetings of the Board of
Directors and shall be ex-officio a member of the Board of Directors and all
standing committees of the Board of Directors.

     5.  Vice-President(s).
         ----------------- 

     The Vice-Presidents in the order designated by the Board of Directors or,
lacking such a designation, by the President, shall in the absence or disability
of the President perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors shall prescribe.

     6.  Secretary.
         --------- 

     The Secretary shall attend all meetings of the shareholders and record all
votes and the minutes of all proceedings in a book to be kept for that purpose
and shall perform like duties for the Board of Directors and the standing
committees when required.  He shall give, or cause to be given, notice of all
meetings of the shareholders and shall perform such other duties as may be
prescribed by the Board of Directors of by the President, under whose
supervision he shall act.  He may execute all authorized conveyances, contracts
or other obligations in the name of the Corporation except as otherwise directed
by the Board of Directors.

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He shall keep in safe custody the seal of the Corporation and, when authorized
by the Board, affix the same to any instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of the
Treasurer or an Assistant Secretary.

     The Secretary shall keep a register of the address of each shareholder.
Said address shall be furnished to the Secretary by such shareholder and the
responsibility for keeping said address current shall be upon the shareholder.
The Secretary shall have general charge of the stock transfer books of the
Corporation.

     7.  Treasurer.
         ---------

     The Treasurer shall have custody of and keep account of all money, funds
and property of the Corporation, unless otherwise determined by the Board of
Directors, and he shall render such accounts and present such statements to the
Directors and President as may be required of him.  He shall deposit funds of
the Corporation which may come into his hands in such bank or banks as the Board
of Directors may designate.  He shall keep his bank accounts in the name of the
Corporation and shall exhibit his books and accounts at all reasonable times to
any Director of the Corporation, upon application, at the office of the
Corporation during business hours.  If required by the Board of Directors, he
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board for faithful performance of the duties of
his office and for the restoration to the Corporation in case of his death,
resignation 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.

     8.  Assistants.
         ---------- 

     The Assistant Secretaries and the Assistant Treasurers, if any,
respectively, in the absence of the Secretary or the Treasurer, as the case may
be, shall perform the duties and exercise the powers of such Secretary or
Treasurer and shall perform such other duties as the Board of Directors shall
prescribe.

     9. Chief Operating Officer.
        -----------------------

     The Chief Operating Officer, if appointed, shall perform all duties
required in the day to day operations of the Company, as directed by the
President and will report directly to the President. These duties may include,
but not be limited to, hiring and firing of personnel, selection of vendors,
overseeing the employees involved in the production of the Company's products,
and the performance of all other duties necessary to the day to day activities
of the Company.

 
     10. Chief Financial Officer.
        ------------------------

     The Chief Financial Officer, if appointed, will perform all financial
duties as directed by the treasurer, prepare such reports as to the finances of
the Company as may be required by the Board or the Treasurer, prepare such
budgets and projections as required by the Board or the Treasurer, and provide
all necessary services for the day to day finances of the Company. In addition,
in the event no Treasurer has been appointed or during any periods of absence of
the Treasurer, he shall exercise all duties of the Treasurer and assume all
authority of the Treasurer.

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     11. Chief Marketing Officer.
         -----------------------

     The Chief Marketing Officer, if appointed, shall be responsible for all day
to day activities related to the marketing of the Company's products as directed
by the President and the Board. He shall participate in the development of all
marketing campaigns, be integrally involved in any joint venture involving
marketing, and be a part of the contact group for any new product development.


ARTICLE VII.  CERTIFICATES.
              ------------ 

     1.  Lost Certificates.
         ----------------- 

     The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of shares 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.

     2.  Surrender.
         --------- 

     Upon surrender to the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     3.  Record Date.
         ----------- 

     In order that the Corporation may determine the shareholders entitled to
notice of or to vote at any meeting of shareholders 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) days 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 shareholders of record entitled to notice of or to vote at a
meeting of shareholders 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.  Absent Board of Directors action, the record date shall be ten (10)
days before the date of such meeting.

     4.  Voting.
         ------ 

     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, a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to interest in
such share

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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 the State
of Nevada.


ARTICLE VIII.  NONAPPLICABILITY OF NRS 78.378 THROUGH 78.3793 AS AMENDED.
               --------------------------------------------------------- 

     The provisions of NRS 78.378 through 78.3793 entitled "Acquisition of
Controlling Interest" shall not apply to this corporation and shall have no
force or effect on the activities of this corporation or its shareholders.

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



---------------------------------
Secretary

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