Exhibit 3.2
 AMENDED AND RESTATED BYLAWS
 OF
 SUPERCONDUCTOR TECHNOLOGIES INC.
 a Delaware corporation




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TABLE OF CONTENTS
 ARTICLE 1. CORPORATE OFFICES
    
    
    21.1 REGISTERED OFFICE
    
    
    21.2 OTHER OFFICES
    
    
    2ARTICLE 2. MEETINGS OF STOCKHOLDERS
    
    
    22.1 PLACE OF MEETINGS
    
    
    22.2 ANNUAL MEETING
    
    
    22.3 SPECIAL MEETING
    
    
    22.4 NOTICE OF STOCKHOLDERS MEETINGS
    
    
    32.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
BUSINESS
    
    
    32.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
    
    
    32.7 QUORUM
    
    
    32.8 ADJOURNED MEETING; NOTICE
    
    
    42.9 VOTING
    
    
    42.10 WAIVER OF NOTICE
    
    
    42.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    42.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
    
    
    52.13 PROXIES
    
    
    52.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE
    
    
    52.15 CONDUCT OF BUSINESS
    
    
    5ARTICLE 3. DIRECTORS
    
    
    63.1 POWERS
    
    
    63.2 NUMBER
    
    
    63.2.1
    
    
    63.2.2
    
    
    63.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
    
    
    63.4 RESIGNATION AND VACANCIES
    
    
    63.4.1
    
    
    73.4.2
    
    
    73.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
    
    
    73.6 FIRST MEETINGS
    
    
    73.7 REGULAR MEETINGS
    
    
    73.8 SPECIAL MEETINGS; NOTICE
    
    
    73.9 QUORUM
    
    
    83.10 WAIVER OF NOTICE
    
    
    83.11 ADJOURNED MEETING; NOTICE
    
    
    83.12 CONDUCT OF BUSINESS
    
    
    83.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    83.14 FEES AND COMPENSATION OF DIRECTORS
    
    
    83.15 APPROVAL OF LOANS TO OFFICERS
    
    
    93.16 REMOVAL OF DIRECTORS
    
    
    9ARTICLE 4. COMMITTEES
    
    
    94.1 COMMITTEES OF DIRECTORS
    
    
    94.2 COMMITTEE MINUTES
    
    
    94.3 MEETINGS AND ACTION OF COMMITTEES
    
    
    9ARTICLE 5. OFFICERS
    
    
    105.1 OFFICERS
    
    
    105.2 ELECTION OF OFFICERS
    
    
    105.3 REMOVAL AND RESIGNATION OF OFFICERS
    
    
    10
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5.4 CHAIRMAN OF THE BOARD
    
    
    105.5 CHIEF EXECUTIVE OFFICER
    
    
    105.6 PRESIDENT
    
    
    115.7 VICE PRESIDENT
    
    
    115.8 SECRETARY
    
    
    115.9 CHIEF FINANCIAL OFFICER
    
    
    115.10 ASSISTANT SECRETARY
    
    
    115.11 AUTHORITY AND DUTIES OF OFFICERS
    
    
    12ARTICLE 6. INDEMNITY
    
    
    126.1 DIRECTORS LIABILITY
    
    
    126.2 RIGHT TO INDEMNIFICATION
    
    
    126.3 RIGHT OF CLAIMANT TO BRING SUIT
    
    
    126.4 NON-EXCLUSIVITY OF RIGHTS
    
    
    136.5 INDEMNIFICATION AGREEMENTS
    
    
    136.6 INSURANCE
    
    
    136.7 FUNDING OBLIGATIONS
    
    
    136.8 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE COPRORATION
    
    
    136.9 AMENDMENT
    
    
    13ARTICLE 7. RECORDS AND REPORTS
    
    
    137.1 MAINTENANCE AND INSPECTION OF RECORDS
    
    
    137.2 INSPECTION BY DIRECTORS
    
    
    147.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS
    
    
    14ARTICLE 8. GENERAL MATTERS
    
    
    148.1 CHECKS
    
    
    148.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
    
    
    148.3 STOCK CERTIFICATES; PARTLY PAID SHARES
    
    
    148.4 SPECIAL DESIGNATION ON CERTIFICATES
    
    
    158.5 LOST CERTIFICATES
    
    
    158.6 CONSTRUCTION, DEFINITIONS
    
    
    158.7 DIVIDENDS
    
    
    158.8 FISCAL YEAR
    
    
    168.9 SEAL
    
    
    168.10 TRANSFER OF STOCK
    
    
    168.11 STOCK TRANSFER AGREEMENTS
    
    
    168.12 REGISTERED STOCKHOLDERS
    
    
    168.13 RESTRICTIONS ON STOCK OPTIONS
    
    
    16ARTICLE 9. AMENDMENTS
    
    
    16ARTICLE 10. DISSOLUTION
    
    
    17
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AMENDED AND RESTATED BYLAWS
 of
 SUPERCONDUCTOR TECHNOLOGIES INC
   ARTICLE 1.
CORPORATE OFFICES
 REGISTERED OFFICE
 OTHER OFFICES
 ARTICLE 2.
MEETINGS OF STOCKHOLDERS
 PLACE OF MEETINGS
 ANNUAL MEETING
 SPECIAL MEETING
  2




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NOTICE OF STOCKHOLDERS MEETINGS
 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS
 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
 QUORUM
  3




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ADJOURNED MEETING; NOTICE
 VOTING
 WAIVER OF NOTICE
 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
  4




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RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
 PROXIES
 LIST OF STOCKHOLDERS ENTITLED TO VOTE
 CONDUCT OF BUSINESS
  5




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ARTICLE 3.
DIRECTORS
 POWERS
 NUMBER
   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
 RESIGNATION AND VACANCIES
  6




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PLACE OF MEETINGS; MEETINGS BY TELEPHONE
 FIRST MEETINGS
 REGULAR MEETINGS
 SPECIAL MEETINGS; NOTICE
  7




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QUORUM
 WAIVER OF NOTICE
 ADJOURNED MEETING; NOTICE
 CONDUCT OF BUSINESS
 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 FEES AND COMPENSATION OF DIRECTORS
  8




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APPROVAL OF LOANS TO OFFICERS
 REMOVAL OF DIRECTORS
 ARTICLE 4.
COMMITTEES
 COMMITTEES OF DIRECTORS
 COMMITTEE MINUTES
 MEETINGS AND ACTION OF COMMITTEES
  9




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ARTICLE 5.
OFFICERS
 OFFICERS
 ELECTION OF OFFICERS
 REMOVAL AND RESIGNATION OF OFFICERS
 CHAIRMAN OF THE BOARD
 CHIEF EXECUTIVE OFFICER
  10




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PRESIDENT
 VICE PRESIDENT
 SECRETARY
 CHIEF FINANCIAL OFFICER
 ASSISTANT SECRETARY
  11




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AUTHORITY AND DUTIES OF OFFICERS
 ARTICLE 6.
INDEMNITY
 DIRECTORS LIABILITY
 RIGHT TO INDEMNIFICATION
 RIGHT OF CLAIMANT TO BRING SUIT
  12




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NON-EXCLUSIVITY OF RIGHTS
 INDEMNIFICATION AGREEMENTS
 INSURANCE
 FUNDING OBLIGATIONS
 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE COPRORATION
 AMENDMENT
 ARTICLE 7.
RECORDS AND REPORTS
 MAINTENANCE AND INSPECTION OF RECORDS
  13




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INSPECTION BY DIRECTORS
 REPRESENTATION OF SHARES OF OTHER CORPORATIONS
 ARTICLE 8.
GENERAL MATTERS
 CHECKS
 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
 STOCK CERTIFICATES; PARTLY PAID SHARES
  14




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SPECIAL DESIGNATION ON CERTIFICATES
 LOST CERTIFICATES
 CONSTRUCTION, DEFINITIONS
 DIVIDENDS
  15




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FISCAL YEAR
 SEAL
 TRANSFER OF STOCK
 STOCK TRANSFER AGREEMENTS
 REGISTERED STOCKHOLDERS
 RESTRICTIONS ON STOCK OPTIONS
 ARTICLE 9.
AMENDMENTS
   16




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ARTICLE 10.
DISSOLUTION
   17




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CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS
   th
 /s/ Martin S. McDermutMartin S. McDermut, Secretary  18