EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                           GREG MANNING AUCTIONS, INC.

                                   ARTICLE 1
                                  Stockholders

         1.1 Place of Meetings. Meetings of stockholders must be held at such
place, either within or outside the State of Delaware, as the board of directors
may designate from time to time.

         1.2 Annual Meetings. Annual meetings of stockholders must be held at
the day and time fixed, from time to time, by the board of directors, except if
that day is a legal holiday, then the annual meeting will be held on the next
following business day. At each annual meeting the stockholders may elect a
board of directors by plurality vote and transact such other business as may be
properly brought before the meeting.

         1.3 Special Meetings. Special meetings of the stockholders may be
called by the board of directors, the Chairman of the Board, or the Chief
Executive Officer, and must be called by the Chief Executive Officer at the
request of the holders of at least 20% of the outstanding shares entitled to
vote at that meeting. If the special meeting is called by a person or persons
other than the board of directors, the board of directors must determine the
time and place of that meeting, which must be held between 35 and 120 days after
receipt of the request for the meeting.

         1.4 Notice of Meetings. Written notice of each meeting of the
stockholders stating the place, date and hour of the meeting must be given by or
at the direction of the board of directors to each stockholder entitled to vote
at the meeting at least ten, but not more than 60, days prior to the meeting.
Notice of any special meeting must state in general terms the purpose or
purposes for which the meeting is called.

         1.5 Quorum; Adjournments of Meetings. The holders of a majority of the
issued and outstanding shares of the capital stock of the Corporation entitled
to vote at a meeting, present in person or represented by proxy, will constitute
a quorum for the transaction of business at that meeting; but if there is less
than a quorum, the holders of a majority of the stock so present or represented
may adjourn the meeting to another time or place, from time to time, until a
quorum is present, whereupon the meeting may be held, as adjourned, without
further notice, except as required by law, and any business may be transacted
thereat that might have been transacted at the meeting as originally called.

         1.6 Voting. At any meeting of the stockholders every registered owner
of shares entitled to vote may vote in person or by proxy and, except as
otherwise provided by statute, in the certificate of incorporation or these
bylaws, will have one vote for each

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such share standing in that registered owner's name on the books of the
Corporation. Except as otherwise required by statute, the certificate of
incorporation, or these bylaws, all matters other than the election of directors
brought before any meeting of the stockholders will be decided by a vote of a
majority in interest of the stockholders of the Corporation present in person or
by proxy at that meeting and voting thereon, a quorum being present.

         1.7 Record Date. The board of directors may fix in advance a record
date for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, which record date will not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which record date will not be less than ten nor more than 60 days
prior to that meeting. In the absence of any action by the board of directors,
the close of business on the date next preceding the day on which the notice is
given will be the record date, or, if notice is waived, the close of business on
the day next preceding the day on which the meeting is held will be the record
date.

         1.8 Inspectors of Election. The board of directors, or, if the board of
directors has not made the appointment, the chairman presiding at any meeting of
stockholders, will have the power to appoint one or more persons to act as
inspectors of election at the meeting or any adjournment thereof, but no
candidate for the office of director may be appointed as an inspector at any
meeting for the election of directors.

         1.9 Chairman of Meetings. The Chairman of the Board or, in his absence,
the Chief Executive Officer will act as chairman of any meeting of the
stockholders. In the absence of both the Chairman of the Board and the Chief
Executive Officer, a majority of the members of the board of directors present
in person at that meeting may appoint any other officer or director to act as
chairman of the meeting.

         1.10 Secretary of Meetings. The Secretary of the Corporation will act
as secretary of all meetings of the stockholders. In the absence of the
Secretary, the chairman of the meeting may appoint any other person to act as
secretary of the meeting.

         1.11 Nominations of Directors. Nominations for the election of
directors and proposals for any new business to be taken up at any annual or
special meeting of stockholders may be made by the board of directors of the
Corporation or by any stockholder of the Corporation entitled to vote generally
in the election of directors. In order for a stockholder of the Corporation to
make any such nomination or proposal at an annual meeting or special meeting,
that stockholder must give notice thereof in writing, delivered or mailed by
first class U.S. mail, postage prepaid, to the Secretary of the Corporation, of
that stockholder's intent to nominate candidates or make one or more proposals
no later than (1) with respect to an election to be held at an annual meeting of
stockholders, 60 days prior to the first anniversary of the date of the last
annual meeting of stockholders that called for the reelection of directors, and
(2) with respect to an election held at a special meeting of stockholders for
the election of directors, the close of business on the seventh day following
the date on which notice of that special meeting is first given to stockholders.
Each such notice must set forth (1) the name, age, business

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address, and if known, residence address of each nominee proposed in such
notice, (2) the principal occupation for employment of each such nominee, and
(3) the number of shares of stock of the Corporation that are beneficially owned
by each such nominee. In addition, the stockholder making that nomination must
promptly provide any other information reasonably requested by the Corporation.

                                    ARTICLE 2
                               board of directors

         2.1 Number of Directors. The board of directors must consist of no less
than one member. Subject to the foregoing limitation, the number of directors
may from time to time be fixed by resolution of a majority of the board of
directors at any meeting thereof.

         2.2 Classified Board. The board of directors must be divided into three
classes that are as nearly equal in number as is possible. At the first election
of directors to that classified board of directors, each Class I director will
be elected to serve until the next ensuing annual meeting of stockholders, each
Class II director will be elected to serve until the second ensuing annual
meeting of stockholders, and each Class III director will be elected to serve
until the third ensuing annual meeting of stockholders. At each annual meeting
of stockholders following the meeting at which the board of directors is
initially classified, the number of directors equal to the number of the class
whose term expires at the time of that meeting will be elected to serve until
the third ensuing annual meeting of stockholders. At each annual meeting of
stockholders, directors will be elected to hold office until their successors
are elected and qualified or until their earlier resignation, removal from
office, or death.

         2.3 Changes in Number. In the event of any change in the authorized
number of directors, the number of directors in each class will be adjusted so
that thereafter each of the three classes are composed, as nearly as may be
possible, of one-third of the authorized number of directors; provided that any
change in the authorized number of directors will not increase or shorten the
term of any director, and any decrease will become effective only as and when
the term or terms of office of the class or classes of directors affected
thereby expire, or a vacancy or vacancies in such class or classes occurs.

         2.4 Vacancies. Whenever any vacancy occurs in the board of directors by
reason of death, resignation, removal, increase in the number of directors, or
otherwise, it may be filled only by the affirmative vote of a majority of the
directors then in office, although less than a quorum of the board of directors,
or by a sole remaining director until a successor is elected and qualified at an
annual meeting of stockholders or at a special meeting called for that purpose.

         2.5 First Meeting. The first meeting of each newly elected board of
directors, with respect to which no notice will be necessary, must be held
immediately following the annual meeting of stockholders at which directors were
elected or any adjournment

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thereof, at the place that annual meeting of stockholders was held or at such
other place as a majority of the members of the newly elected board of directors
who are then present determine, for the election or appointment of officers for
the ensuing year and the transaction of such other business as may be brought
before that meeting.

         2.6 Regular Meetings. Regular meetings of the board of directors, other
than the first meeting, may be held without notice at such times and places as
the board of directors may from time to time determine.

         2.7 Special Meetings. Special meetings of the board of directors may be
called by order of the Chairman of the Board, the Chief Executive Officer, or
any two directors. Notice of the time and place of each special meeting must be
given by or at the direction of the person or persons calling the meeting by
mailing the same at least three days before the meeting or by telephoning,
sending by facsimile, or delivering personally the same at 24 hours before the
meeting to each director. Except as otherwise specified in the notice thereof,
or as required by statute, the certificate of incorporation or these bylaws, any
and all business may be transacted at any special meeting.

         2.8 Place of Conference Call Meeting. Any meeting at which one or more
of the members of the board of directors or of a committee designated by the
board of directors participates by means of conference telephone or similar
communications equipment will be deemed to have been held at the place
designated for that meeting, provided that at least one member is at that place
while participating in the meeting.

         2.9 Organization. Every meeting of the board of directors must be
presided over by the Chairman of the Board, or, in his absence, the Chief
Executive Officer. In the absence of the Chairman of the Board and the Chief
Executive Officer, a presiding officer must be chosen by a majority of the
directors present. The Secretary of the Corporation shall act as secretary of
the meeting, but, in his absence, the presiding officer may appoint any person
to act as secretary of the meeting.

         2.10 Quorum; Vote. A majority of the directors then serving will
constitute a quorum for the transaction of business, but less than a quorum may
adjourn any meeting to another time or place from time to time until a quorum is
present, whereupon the meeting may be held, as adjourned, without further
notice. Except as otherwise required by statute, the certificate of
incorporation, or these bylaws, all matters coming before any meeting of the
board of directors will be decided by the vote of a majority of the directors
present at the meeting, a quorum being present.

         2.11 Removal of Directors. Notwithstanding any other provision of the
certificate of incorporation or these bylaws, any director or class (but not the
entire board of directors) of the Corporation may be removed, at any time, but
only for cause and only by the affirmative vote of the holders of at least a
majority of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of the stockholders called for
that purpose. Notwithstanding the foregoing, whenever the holders of any one or
more series of preferred stock of the Corporation have the right,

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voting separately as a class, to elect one or more directors of the Corporation,
the preceding provisions of this Article 2 will not apply with respect to the
director or directors elected by those holders of preferred stock.

         2.12 Compensation. The board of directors may fix the compensation,
including fees and reimbursement of expenses, of directors for services to the
Corporation in any capacity.

         2.13 Resignations. Any director of the Corporation may resign at any
time by giving written notice of his or her resignation to the board of
directors, the Chairman of the Board, the Chief Executive Officer, or the
Secretary. Any such resignation will take effect at the time specified therein
or, if the time when it becomes effective is not specified therein, immediately
upon its receipt. Unless otherwise specified therein, the acceptance of any such
resignation is not necessary to make it effective.

         2.14 Committees. (a) The board of directors, by resolution or
resolutions adopted by a majority of the members of the whole board of
directors, may appoint an Executive Committee. Any Executive Committee must
consist of one or more members of the board of directors and must include the
Chairman of the Board or the Chief Executive Officer or both of them. Between
any meetings of the board of directors, any Executive Committee will have and
may exercise all the powers and authority of the board of directors except as
forbidden by law or these bylaws or as the board of directors may specifically
reserve by resolution.

              (b) The board of directors, by resolution or resolutions adopted
by a majority of the members of the whole board of directors, may also appoint
such other committees as it may deem appropriate. Each such committee will
consist of one or more members of the board of directors and will have only such
authority as the board of directors may specifically delegate by resolution. The
Chairman of the Board or the Chief Executive Officer will be an ex officio
member with full voting rights as a member of each committee.

              (c) No committee will have the power or authority in reference to
amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, amending the bylaws of the Corporation or adopting, amending or
recommending to the stockholders any other action or matter expressly required
by the Delaware General Corporation Law to be submitted to stockholders for
approval; and, unless a resolution of the board of directors, the certificate of
incorporation, or these bylaws expressly so provide, no committee will have the
power or authority to declare a dividend or to authorize the issuance of stock.

              (d) A majority of each committee may determine its agenda and may
fix the time and place of its meetings, unless provided otherwise by the board
of directors. The board of directors has the power at any time to fill vacancies
in, to change

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the size or membership of and to discharge any such committee. No director will
continue to be a member of any committee after that director ceases to be a
director of the Corporation.

              (e) Each committee must keep a written record of its acts and
proceedings and must submit that record to the board of directors at such times
as requested by the board of directors. Failure to submit any such record, or
failure of the board of directors to approve any action indicated therein, will
not, however, invalidate such action to the extent it has been carried out by
the Corporation prior to the time the record of that action was, or should have
been, submitted to the board of directors as herein provided.

                                   ARTICLE 3
                                    Officers

         3.1 General. The board of directors must elect the officers of the
Corporation, which include a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary, a Chief Financial Officer, and such other or additional
officers (including, without limitation, one or more Vice-Chairmen of the Board,
Executive Vice-Presidents, Vice-Presidents, Assistant Vice-Presidents, Assistant
Secretaries, and Assistant Treasurers) as the board of directors may designate.

         3.2 Term of Office; Removal and Vacancy. Each officer will hold office
until that officer's successor is elected and qualified or until that officer's
earlier resignation or removal. Any officer or agent will be subject to removal
with or without cause at any time by the board of directors. The board of
directors may fill any vacancies in any office, whether occurring by death,
resignation, removal or otherwise.

         3.3 Powers and Duties. Each of the officers of the Corporation will,
unless otherwise ordered by the board of directors, have such powers and duties
as generally pertain to that officer's office as well as those powers and duties
as from time to time may be conferred upon that officer by the board of
directors. Unless otherwise ordered by the board of directors after these bylaws
are adopted, the Chief Executive Officer is the chief executive officer of the
Corporation.

         3.4 Power to Vote Stock. Unless otherwise ordered by the board of
directors, the Chairman of the Board and the Chief Executive Officer each have
full power and authority on behalf of the Corporation to attend and to vote at
any meeting of stockholders of any corporation in which the Corporation holds
stock, and may exercise on behalf of the Corporation any and all of the rights
and powers incident to the ownership of that stock at any such meeting and have
power and authority to execute and deliver proxies, waivers, and consents on
behalf of the Corporation in connection with exercise by the Corporation of the
rights and powers incident to the ownership of that stock. The board of
directors, from time to time, may confer like powers upon any other person or
persons.

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                                   ARTICLE 4
                                  Capital Stock

         4.1 Certificates of Stock. The board of directors shall from time to
time prescribe the form of certificates representing shares of capital stock of
the Corporation. To be valid, such each such certificate must be signed by the
Chairman of the Board, the Chief Executive Officer, or the President and by the
Chief Financial Officer or the Secretary.

         4.2 Transfer of Stock. Shares of capital stock of the Corporation are
transferable on the books of the Corporation only by the holder of record
thereof, in person or by duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the Corporation or its agents may
require.

         4.3 Ownership of Stock. The Corporation is entitled to treat the holder
of record of any share or shares of stock as the owner thereof in fact and is
not bound to recognize any equitable or other claim to or interest in those
shares on the part of any other person, whether or not it has express or other
notice thereof, except as otherwise expressly provided by law.

                                   ARTICLE 5
                                 INDEMNIFICATION

         5.1 Indemnification. Except to the extent expressly prohibited by the
Delaware General Corporation Law, the Corporation shall indemnify each person
made or threatened to be made a party to any action or proceeding, whether civil
or criminal, and whether by or in the right of the Corporation or otherwise, by
reason of the fact that such person or such person's testator or intestate is or
was a director or officer of the Corporation, or serves or served at the request
of the Corporation any other corporation, partnership, joint venture or other
enterprise in any capacity while he or she was such a director or officer
(hereinafter referred to as "Indemnified Person"), against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such Indemnified Person
establishes that either (a) his or her acts were committed in bad faith, or were
the result of active and deliberate dishonesty, and were material to the cause
of action so adjudicated, or (b) that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally entitled.

         5.2 Expenses. The Corporation shall advance or promptly reimburse upon
request any Indemnified Person for all expenses, including attorneys' fees,
reasonably incurred in defending any action or proceeding in advance of the
final disposition thereof upon receipt of an undertaking by or on behalf of such
Indemnified Person to repay such

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amount if such Indemnified Person is ultimately found not to be entitled to
indemnification or, where indemnification is granted, to the extent the expenses
so advanced or reimbursed exceed the amount to which such Indemnified Person is
entitled.

         5.3 Nonexclusivity. Nothing herein shall limit or affect any right of
any Indemnified Person otherwise than hereunder to indemnification or expenses,
including attorneys' fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise.

         5.4 Amendment. Anything in these bylaws to the contrary
notwithstanding, no elimination of this Article 5, and no amendment of this
Article 5 adversely affecting the right of any Indemnified Person to
indemnification or advancement of expenses hereunder will be effective until the
60th day following notice to that Indemnified Person of that action, and no
elimination of or amendment to this Article 5 will thereafter deprive any
Indemnified Person of his or her rights hereunder arising out of alleged or
actual occurrences, acts or failures to act prior to that 60th day.

         5.5 No Inconsistent Action. The Corporation shall not, except by
elimination or amendment of this Article 5 in a manner consistent with the
Article 5.4, take any corporate action or enter into any agreement that
prohibits, or otherwise limits the rights of any Indemnified Person to,
indemnification in accordance with the provisions of this Article 5. The
indemnification of any Indemnified Person provided by this Article 5 will be
deemed to be a contract between the Corporation and each Indemnified Person and
will continue after that Indemnified Person has ceased to be a director or
officer of the Corporation and will inure to the benefit of that Indemnified
Person's heirs, executors, administrators and legal representatives. If the
Corporation fails timely to make any payment pursuant to the indemnification and
advancement or reimbursement of expenses provisions of this Article 5 and an
Indemnified Person commences an action or proceeding to recover such payment,
the Corporation in addition shall advance or reimburse such Indemnified Person
for the legal fees and other expenses of such action or proceeding.

         5.6 Indemnification Agreement. The Corporation is authorized to enter
into agreements with any of its directors or officers extending rights to
indemnification and advancement of expenses to such Indemnified Person to the
fullest extent permitted by applicable law, but the failure to enter into any
such agreement will not affect or limit the rights of such Indemnified Person
pursuant to this Article 5, it being expressly recognized hereby that all
directors or officers of the Corporation, by serving as such after the adoption
hereof, are acting in reliance hereon and that the Corporation is estopped to
contend otherwise. Persons who are not directors or officers of the Corporation
will be similarly indemnified and entitled to advancement or reimbursement of
expenses to the extent authorized at any time by the board of directors.

         5.7 Unenforceability. In case any provision in this Article 5 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the

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intention of the Corporation to afford indemnification and advancement of
expenses to its directors or officers, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law whether
arising from alleged or actual occurrences, acts or failures to act occurring
before or after the adoption of this Article 5.

         5.8 Definition. For purposes of this Article 5, the term "Corporation"
includes any legal successor to the Corporation, including any corporation that
acquires all or substantially all of the assets of the Corporation in one or
more transactions.

                                   ARTICLE 6
                                  Miscellaneous

         6.1 Corporate Seal. The seal of the Corporation must be circular in
form and contain the name of the Corporation and the year and state of
incorporation.

         6.2 Fiscal Year. The board of directors has the power to fix, and to
change from time to time, the fiscal year of the Corporation.