<PAGE>

                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        THORATEC LABORATORIES CORPORATION

                                  SHAREHOLDERS

                  1.       Annual Meeting. Unless the Board of Directors or the
President of the corporation selects a different time or date, the annual
meeting of shareholders shall be held at 11:00 a.m. on the first Tuesday of the
fifth calendar month following the end of the corporation's fiscal year. The
annual meeting shall be for the purpose of electing a Board of Directors and
transacting such other business as may properly be brought before the meeting.

                  2.       Special Meeting. Special meetings of share holders
may be called at any time by the Board of Directors, the Chairman of the Board,
the President or the holders of shares entitled to cast not less than one-tenth
of the votes at the meeting.

                  3.       Place. Meetings of shareholders shall be held at the
principal executive office of the corporation or at any other place, within or
without California, which is designated by the Board of Directors or the
President.

                  4.       Notice.

                           (a)      Annual and Special Meetings. A written
notice of each meeting of shareholders shall be given not more than 60 days and,
except as provided below, not less than 10 days before the meeting to each
shareholder entitled to vote at the meeting. The notice shall state the place,
date and hour of the meeting and, if directors are to be elected at the meeting,
the names of the nominees intended to be presented by management for election.
The notice shall also state (i) in the case of an annual meeting, those matters
which the Board of Directors intends to present for action by the shareholders,
and (ii) in the case of a special meeting, the general nature of the business to
be transacted and that no other business may be transacted. Notice shall be
delivered personally, by mail or other means addressed to the shareholder at the
address of such shareholder appearing on the books of the corporation, the
address given by the shareholder to the corporation for the

<PAGE>

                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                       THORATEC LABORATORIES CORPORATION

                                  SHAREHOLDERS

                  1.       Annual Meeting. Unless the Board of Directors or the
President of the corporation selects a different time or date, the annual
meeting of shareholders shall be held at 11:00 a.m. on the first Tuesday of the
fifth calendar month following the end of the corporation's fiscal year. The
annual meeting shall be for the purpose of electing a Board of Directors and
transacting such other business as may properly be brought before the meeting.

                  2.       Special Meeting. Special meetings of share holders
may be called at any time by the Board of Directors, the Chairman of the Board,
the President or the holders of shares entitled to cast not less than one-tenth
of the votes at the meeting.

                  3.       Place. Meetings of shareholders shall be held at the
principal executive office of the corporation or at any other place, within or
without California, which is designated by the Board of Directors or the
President.

                  4.       Notice.

                           (a)      Annual and Special Meetings. A written
notice of each meeting of shareholders shall be given not more than 60 days and,
except as provided below, not less than 10 days before the meeting to each
shareholder entitled to vote at the meeting. The notice shall state the place,
date and hour of the meeting and, if directors are to be elected at the meeting,
the names of the nominees intended to be presented by management for election.
The notice shall also state (i) in the case of an annual meeting, those matters
which the Board of Directors intends to present for action by the shareholders,
and (ii) in the case of a special meeting, the general nature of the business to
be transacted and that no other business may be transacted. Notice shall be
delivered personally, by mail or other means addressed to the shareholder at the
address of such shareholder appearing on the books of the corporation, the
address given by the shareholder to the corporation for the

<PAGE>

purpose of notice or as otherwise provided by law. Upon written request to the
Chairman of the Board, the President, the Secretary or any Vice President of the
corporation by any person (but not the Board of Directors) entitled to call a
special meeting of shareholders, the person receiving such request shall cause a
notice to be given to the shareholders entitled to vote that a meeting will be
held at a time requested by the person calling the meeting not less than 35 nor
more than 60 days after receipt of the request.

                           (b)      Adjourned Meetings. Notice of an adjourned
meeting need not be given if (i) the meeting is adjourned for 45 days or less,
(ii) the time and place of the adjourned meeting are announced at the meeting at
which the adjournment is taken and (iii) no new record date is fixed for the
adjourned meeting. Otherwise, notice of the adjourned meeting shall be given as
in the case of an original meeting.

                  5.       Record Date. The Board of Directors may fix in
advance a record date for the determination of the shareholders entitled to
notice of any meeting, to vote, to receive any dividend or other distribution or
allotment of rights or to exercise any rights. The record date shall be not more
than 60 nor less than 10 days prior to the date of the meeting nor more than 60
days prior to such other action. If no record date is fixed, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next
preceding the day on which notice is given, or, if notice is waived, the close
of business on the business day next preceding the day on which the meeting is
held. Except as otherwise provided by law, when a record date is fixed, as
provided herein, only shareholders on the record date are entitled to notice and
to vote, to receive the dividend, distribution or allotment of rights or to
exercise rights, as the case may be, notwithstanding any transfer of shares on
the books of the corporation occurring after the record date. Except as
otherwise provided by law, the corporation shall be entitled to treat the holder
of record of any shares as the holder in fact of such shares and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not the corporation shall have express
or other notice of such claim or interest. 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 unless the Board of Directors fixes a new
record date. The Board of Directors shall fix a new record date if the adjourned
meeting takes place more than 45 days after the date set for the original
meeting.

                                      -2-
<PAGE>

                  6.       Meeting Without Regular Call and Notice. The
transactions of any meeting of shareholders, however called and noticed and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice if a quorum is present in person or by proxy and if, either
before or after the meeting, each of the persons entitled to vote who is not
present at the meeting in person or by proxy signs a written waiver of notice, a
consent to the holding of the meeting or an approval of the minutes of the
meeting. Attendance of a shareholder at a shareholders' meeting shall constitute
a waiver of notice of such meeting unless, at the beginning of the meeting, the
shareholder objects to the transaction of any business because the meeting was
not properly called or convened or, with respect to the consideration of a
matter required to be included in the notice for the meeting which was not so
included, the shareholder expressly objects to such consideration at the
meeting.

                  7.       Quorum and Required Vote. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum for
the transaction of business. No business may be transacted at a meeting in the
absence of a quorum other than the adjournment of the meeting, except that if a
quorum is present at the commencement of the meeting, business may be transacted
until the meeting is adjourned even though the withdrawal of shareholders
results in less than a quorum. If a quorum is present at a meeting, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on any matter shall be the act of the shareholders unless the
vote of a larger number is required by law or the Articles of Incorporation. If
a quorum is present at the commencement of a meeting but the withdrawal of
shareholders results in less than a quorum, the affirmative vote of a majority
of shares required to constitute a quorum shall be the act of the shareholders
unless the vote of a larger number is required by law or the Articles of
Incorporation. Any meeting of shareholders, whether or not a quorum is present,
may be adjourned by the vote of a majority of the shares represented at the
meeting.

                  8.       Proxies. A shareholder may be represented at any
meeting of shareholders by a written proxy signed by the person entitled to vote
or by such person's duly authorized attorney-in-fact. A proxy must bear a date
within 11 months prior to the meeting, unless the proxy specifies a different
length of time. A revocable proxy is revoked by a writing delivered to the
Secretary of the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing the proxy.

                                      -3-
<PAGE>

                  9.       Voting. Except as provided below or as otherwise
provided by the Articles of Incorporation or by law, a shareholder shall be
entitled to one vote for each share held of record on the record date fixed for
the determination of the shareholders entitled to vote or, if no such date is
fixed, the date determined in accordance with law. Upon the demand of any
shareholder made at a meeting before the voting begins, the election of
directors shall be by ballot. At every election of directors, shareholders may
cumulate votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which the shares
are entitled or distribute votes according to the same principle among as many
candidates as desired. No shareholder shall be entitled to cumulate votes for
any one or more candidates unless such candidate or candidates' names have been
placed in nomination prior to the voting and at least one shareholder has given
notice at the meeting prior to the voting of such shareholder's intention to
cumulate votes.

                  10.      Election Inspectors. One or three election inspectors
may be appointed by the Board of Directors in advance of a meeting of
shareholders or at the meeting by the chairman of the meeting. If not previously
chosen, one or three inspectors shall be appointed by the chairman of the
meeting if a shareholder or proxyholder so requests. When inspectors are
appointed at the request of a shareholder or proxyholder, the majority of shares
represented in person or by proxy shall determine whether one or three
inspectors shall be chosen. The election inspectors shall determine all
questions concerning the existence of a quorum and the right to vote, shall
tabulate and determine the results of voting and shall do all other acts
necessary or helpful to the expeditious and impartial conduct of the vote. If
there are three inspectors, the decision, act or certificate of a majority of
the inspectors is effective as if made by all.

                  11.      Action Without Meeting. Except as provided below or
by the Articles of Incorporation, any action which may be taken at a meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing setting forth the action so taken is signed by the holders of
outstanding shares having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Unless the consents of
all shareholders entitled to vote have been solicited in writing, the
corporation shall give to those shareholders entitled to vote who have not
consented in writing (i) a written notice at least 10 days before consummation
of an action authorized by shareholders without a meeting covered by the
following sections of the California Corporations Code: Section 310 (certain
transactions involving interested directors), Section 317 (indemnification

                                      -4-
<PAGE>

of corporate agents), Section 1201 (reorganizations) and Section 2007 (certain
distributions of assets) and (ii) a written notice given promptly of the taking
of any other action approved by shareholders without a meeting.

                  12.      Reports. The annual report to shareholders specified
in Section 1501 of the California Corporations Code is dispensed with, except as
the Board of Directors may otherwise determine, as long as there are less than
100 holders of record of the corporation's shares. Any such annual report sent
to shareholders shall be sent at least 15 days prior to the next annual meeting
of shareholders.

                  13.      Lost Stock Certificates. The corporation may cause a
new stock certificate to be issued in place of any certificate previously issued
by the corporation alleged to have been lost, stolen or destroyed. The
corporation may, at its discretion and as a condition precedent to such
issuance, require the owner of such certificate to deliver an affidavit stating
that such certificate was lost, stolen or destroyed or to give the corporation a
bond or other security sufficient to indemnify it against any claim that may be
made against it, including any expense or liability, on account of the alleged
loss, theft or destruction or the issuance of a new certificate.

                               BOARD OF DIRECTORS

                  14.      Number. The authorized number of directors of this
corporation shall be not less than 4 nor more than 7. The exact number of
directors shall be fixed by resolution of the Board of Directors. The indefinite
number of directors may be changed or a definite number fixed without provision
for an indefinite number by an amendment to the Articles of Incorporation or by
amendment to these By-laws duly adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote. An amendment
reducing the minimum number of directors to a number less than five cannot be
adopted if the votes cast against its adoption at a meeting of the shareholders,
or the shares not consenting in the case of action by written consent, are equal
to more than 16-2/3% of the outstanding shares entitled to vote. No amendment
may change the maximum number of authorized directors to a number greater than
two times the minimum number of directors minus one.

                  15.      Powers. Subject to the limitations imposed by law or
contained in the Articles of Incorporation, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the ultimate direction of the Board of Directors.

                  16.      Election, Term of Office and Vacancies. At each
annual meeting of shareholders, directors shall be elected to hold office until
the next annual meeting. Each director, including a director elected to fill a
vacancy, shall hold

                                      -5-
<PAGE>

office until the expiration of the term for which the director was elected and
until a successor has been elected. The Board of Directors may declare vacant
the office of any director who has been declared to be of unsound mind by court
order or convicted of a felony. Vacancies on the Board of Directors not caused
by removal may be filled by a majority of the directors then in office,
regardless of whether they constitute a quorum, or by a sole remaining director.
The shareholders may elect a director at any time to fill any vacancy not
filled, or which cannot be filled, by the Board of Directors. No reduction in
the authorized number of directors shall have the effect of removing any
director prior to the expiration of his term of office.

                  17.      Removal. Except as described below, any or all of the
directors may be removed without cause if such removal is approved by the
affirmative vote or written consent of a majority of the outstanding shares
entitled to vote. Unless the entire Board of Directors is so removed, no
director may be removed if (i) the votes cast against removal, or not consenting
in writing to such removal in the case of written consent, would be sufficient
to elect such director if voted cumulatively at an election at which the same
total number of votes was cast or, if such action is taken by written consent,
all shares entitled to vote were voted and (ii) the entire number of directors
authorized at the time of the director's most recent election were then being
elected.

                  18.      Resignation. Any director may resign by giving notice
to the Chairman of the Board, the President, the Secretary or the Board of
Directors. The resignation of a director shall be effective when given unless
the director specifies a later time. The resignation shall be effective
regardless of whether it is accepted by the corporation.

                  19.      Compensation. If the Board of Directors so resolves,
the directors, including the Chairman of the Board, shall receive compensation
and expenses of attendance for meetings of the Board of Directors and of
committees of the Board. Nothing herein shall preclude any director from serving
the corporation in another capacity and receiving compensation for such service.

                  20.      Committees. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of two or more directors, to serve at the
pleasure of the Board. The Board may designate one or more directors as
alternate members of a committee who may replace any absent member at any
meeting of the committee. To the extent permitted by the resolution of the Board
of Directors, a committee may exercise all of the authority of the Board except:

                                      -6-
<PAGE>

                           (a)      the approval of any action which, under the
California Corporations Code, must be approved by the outstanding shares or
approved by the shareholders;

                           (b)      the filling of vacancies on the Board or any
committee;

                           (c)      the fixing of compensation of the directors
for serving on the Board or any committee;

                           (d)      the adoption, amendment or repeal of
By-laws;

                           (e)      the amendment or repeal of any resolution
of the Board which by its express terms is not so amendable or repealable;

                           (f)      a distribution to the shareholders of the
corporation, except at a rate, in a periodic amount or within a price range
determined by the Board; and

                           (g)      the appointment of any other committees of
the Board or the members of such committees.

                  21.      Inspection of Records and Properties. Each director
may inspect all books, records, documents and physical properties of the
corporation and its subsidiaries at any reasonable time. Inspections may be
conducted either by the director or the director's agent or attorney. The right
of inspection includes the right to copy and make extracts.

                  22.      Time and Place of Meetings and Telephone Meetings.
Unless the Board of Directors determines otherwise, the Board shall hold a
regular meeting during each quarter of the corporation's fiscal year. One such
meeting shall take place immediately following the annual meeting of
shareholders. All meetings of directors shall be held at the principal executive
office of the corporation or at such other place, within or without California,
as shall be designated in the notice of the meeting or in a resolution of the
Board of Directors. Directors may participate in a meeting through use of
conference telephone or similar communications equipment, provided that all
members so participating can hear each other.

                  23.      Call. Meetings of the Board of Directors, whether
regular or special, may be called by the Chairman of the Board, the President,
the Secretary; any Vice President or any two directors.

                                      -7-
<PAGE>

                  24.      Notice. Regular meetings of the Board of Directors
may be held without notice if the time of such meetings has been fixed by the
Board. Special meetings shall be held upon four days' notice by mail or 48
hours' notice delivered personally or by telephone or telegraph, and regular
meetings shall be held upon similar notice if notice is required for such
meetings. Neither a notice nor a waiver of notice must specify the purpose of
any regular or special meeting. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place of
the adjourned meeting is announced at the meeting at which the adjournment is
taken, but if a meeting is adjourned for more than 24 hours, notice of the
adjourned meeting shall be given prior to the time of such meeting to the
directors who were not present at the time of the adjournment.

                  25.      Meeting Without Regular Call and Notice. The
transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, are as valid as though had at a meeting duly held
after regular call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver of
notice, a consent to the holding of the meeting or an approval of the minutes of
the meeting. For such purposes, a director shall not be considered present at a
meeting if, although in attendance at the meeting, the director protests the
lack of notice prior to the meeting or at its commencement.

                  26.      Action Without Meeting. Any action required or
permitted to be taken by the Board of Directors may be taken without a meeting,
if all of the members of the Board individually or collectively consent in
writing to such action.

                  27.      Quorum and Required Vote. A majority of the directors
then in office shall constitute a quorum for the transaction of business,
provided that unless the authorized number of directors is one, the number
constituting a quorum shall not be less than the greater of one-third of the
authorized number of directors or two directors. Subject to the provisions of
Section 310 (relating to certain transactions involving interested directors)
and Section 317(e) (relating to indemnification of corporate agents) of the
California Corporations Code, every act or decision done or made by a majority
of the directors present at a meeting duly held at which a quorum is present is
the act of the Board. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the required quorum for
such meeting. A majority of the directors present at a meeting, whether or not a
quorum is present, may adjourn the meeting to another time and place.

                                      -8-
<PAGE>

                  28.      Committee Meetings. The principles set forth in
Sections 22 through 27 of these By-laws shall apply to committees of the Board
of Directors and to actions taken by such committees.

                  29.      Indemnification of Directors, Officers, Employees and
Certain Others.

                           (a)      Right of Indemnity. To the full extent
permitted by law, this corporation shall indemnify its directors, officers,
employees and other persons described in Section 317(a) of the California
Corporations Code, including persons formerly occupying any such position,
against all expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred by them in connection with any "proceeding", as that
term is used in such Section and including an action by or in the right of the
corporation, by reason of the fact that such person is or was a person described
by such Section. "Expenses", as used in this By-law, shall have the same meaning
as in Section 317(a) of the California Corporations Code.

                           (b)      Approval of Indemnity. Upon written request
to the Board of Directors by any person seeking indemnification under Section
317(b) or Section 317(c) of the California Corporations Code, the Board shall
promptly determine in accordance with Section 317(e) of the Code whether the
applicable standard of conduct set forth in Section 317(b) or Section 317(c) has
been met and, if so, the Board shall authorize indemnification. If the Board
cannot authorize indemnification because the number of directors who are parties
to the proceeding with respect to which indemnification is sought prevent the
formation of a quorum of directors who are not parties to such proceeding, the
Board shall promptly call a meeting of shareholders. At such meeting, the
shareholders shall determine in accordance with Section 317(e) of the Code
whether the applicable standard of conduct set forth in Section 317(b) or
Section 317(c) has been met and, if so, the shareholders present at the meeting
in person or by proxy shall authorize indemnification.

                           (c)      Advancement of Expenses. To the full extent
permitted by law and except as is otherwise determined by the Board of Directors
in the specific instance, expenses incurred by a person seeking indemnification
under this By-law in defending any proceeding covered by this By-law shall be
advanced by the corporation prior to the final disposition of the proceeding
upon receipt by the corporation of an undertaking by or on behalf of such person
to repay

                                      -9-
<PAGE>

such amount unless it shall ultimately be determined that such person is
entitled to be indemnified by the corporation therefor.

                                    OFFICERS

                  30.      Titles and Relation to Board of Directors. The
officers of the corporation shall Include a Chairman of the Board or a President
or both, a Secretary and a Treasurer. The Board of Directors may also choose one
or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other
officers. Any number of offices may be held by the same person. All officers
shall perform their duties and exercise their powers subject to the direction of
the Board of Directors.

                  31.      Election, Term of Office and Vacancies. At its
regular meeting after each annual meeting of shareholders, the Board of
Directors shall choose the officers of the corporation. The Board may choose
additional officers or fill vacant offices at any other time. No officer must be
a member of the Board of Directors except the Chairman of the Board. The
officers shall hold office until their successors are chosen, except that the
Board of Directors may remove any officer at any time.

                  32.      Resignation. Any officer may resign at any time upon
notice to the corporation without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. The resignation
of an officer shall be effective when given unless the officer specifies a later
time. The resignation shall be effective regardless of whether it is accepted by
the corporation.

                  33.      Chairman of the Board; President. If the Board of
Directors elects a Chairman of the Board, such officer shall preside over all
meetings of the Board of Directors and of shareholders. If there be no Chairman
of the Board, the President shall perform such duties. The Board of Directors
shall designate either the Chairman of the Board or the President as the chief
executive officer and may prescribe the duties and powers of the chief executive
officer. If there be no Chairman of the Board, the President shall be the chief
executive officer.

                  34.      Secretary. Unless otherwise determined by the Board
of Directors or the chief executive officer, the Secretary shall have the
following powers and duties:

                                      -10-
<PAGE>

                           (a)      Record of Corporate Proceedings. The
Secretary shall attend all meetings of shareholders and the Board of Directors
and its committees and shall record all votes and the minutes of such meetings
in a book to be kept at the principal executive office of the corporation or at
such other place as the Board may determine. The Secretary shall keep at the
corporation's principal executive office, if in California, or at its principal
business office in California if the principal executive office is not in
California, the original or a copy of these By-laws, as amended.

                           (b)      Record of Shares. Unless a transfer agent is
appointed by the Board of Directors to keep a share register, the Secretary
shall keep a share register at the principal executive office of the corporation
showing the names of the shareholders and their addresses, the number and class
of shares held by each, the number and date of certificates issued and the
number and date of cancellation of each certificate surrendered for
cancellation.

                           (c)      Notices. The Secretary shall give such
notices as may be required by law or these By-laws.

                  35.      Treasurer. Unless the Board of Directors designates
another chief financial officer, the Treasurer shall be the chief financial
officer of the corporation. Unless otherwise determined by the Board of
Directors or the chief executive officer, the Treasurer shall have custody of
the corporate funds and securities, shall keep adequate and correct accounts of
the corporation's properties and business transactions, shall disburse such
funds of the corporation as may be ordered by the Board or the chief executive
officer (taking proper vouchers for such disbursements), and shall render to the
chief executive officer and the Board, at regular meetings of the Board or
whenever the Board may require, an account of all transactions and the financial
condition of the corporation.

                  36.      Other Officers. The other officers of the
corporation, if any, shall exercise such powers and perform such duties as the
Board of Directors or the chief executive officer shall prescribe.

                  37.      Salaries. The Board of Directors shall fix the salary
of the chief executive officer and may fix the salaries of other employees of
the corporation including the other officers. If the Board does not fix the
salaries of the other officers, the chief executive officer shall fix such
salaries.

                                      -11-
<PAGE>

                                  AMENDMENT OF
                                    BY-LAWS

                  38.      By-laws may be adopted, amended or repealed by the
affirmative vote of a majority of the outstanding shares entitled to vote or by
the Board of Directors, except that an amendment changing the authorized number
of directors may only be adopted as provided in Section 14.

                          *             *            *

                  This is to certify that the foregoing is a true and correct
copy of the By-laws of the corporation named in the title of these By-laws and
that such By-laws were duly adopted by the Board of Directors of such
corporation on October 20, 1980 and approved by the shareholders of such
corporation on November 3, 1980.

                                                     /s/ Paul J. Mundie
                                                     ---------------------------
                                                     Paul J. Mundie
                                                     Assistant Secretary

                                      -12-
<PAGE>

                          AMENDMENT NO. ONE TO BYLAWS
                                       OF
                        THORATEC LABORATORIES CORPORATION
                            A CALIFORNIA CORPORATION

         I Cheryl D. Hess certify that:

         1.       I am the duly elected and acting and Secretary of Thoratec
Laboratories Corporation.

         2.       The Bylaws of said corporation shall be amended by deleting
Section 14, and substituting the following therefor:

                  "The authorized number of directors of this corporation shall
                  be not less than 5 nor more than 9. The exact number of
                  directors shall be fixed by resolution of the Board of
                  Directors. The indefinite number of directors may be changed
                  or a definite number fixed without provision for an indefinite
                  number by an amendment to the Articles of Incorporation or by
                  amendment to these By-laws duly adopted by the vote or written
                  consent of holders of a majority of the outstanding shares
                  entitled to vote. An amendment reducing the minimum number of
                  directors to a number less than five cannot be adopted if the
                  votes cast against its adoption at a meeting of the
                  shareholders, or the shares not consenting in the case of
                  action by written consent, are equal to more than 16-2/3% of
                  the outstanding shares entitled to vote. No amendment may
                  change the maximum number of authorized directors to a number
                  greater than two times the minimum number of directors minus
                  one."

         3.       The foregoing amendment has been approved by the Shareholders
of said corporation.

Dated: June 3, 1996

                                                  /s/ Cheryl D. Hess
                                                ------------------------
                                                Cheryl D. Hess