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                                                                     EXHIBIT 3.2


                      AMENDMENTS TO THE RESTATED BY-LAWS OF
                       HUTCHINSON TECHNOLOGY INCORPORATED,
                APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS
                                ON JULY 19, 2000

         RESOLVED, that a new Section 1.12 is hereby added to the Restated
         By-Laws of the Corporation to read in its entirety as follows,
         effective immediately following the Corporation's annual meeting in
         January 2001, without further action:

                           Section 1.12 Advance Notice of Shareholder Proposals.
                  As provided in Section 1.06, the business conducted at any
                  special meeting of shareholders of the Corporation shall be
                  limited to the purposes stated in the notice of the special
                  meeting. Notwithstanding anything to the contrary stated in
                  Section 1.02, at any regular meeting of shareholders of the
                  Corporation, only such business (other than the nomination and
                  election of directors, which shall be subject to Section 2.17)
                  may be conducted as shall be appropriate for consideration at
                  the meeting of shareholders and as shall have been brought
                  before the meeting (i) by or at the direction of the Board, or
                  (ii) by any shareholder of the Corporation entitled to vote at
                  the meeting who complies with the notice procedures
                  hereinafter set forth in this Section.

                           (a) Timing of Notice. For such business to be
                  properly brought before any regular meeting by a shareholder,
                  the shareholder must have given timely notice thereof in
                  writing to the Secretary of the Corporation. To be timely, a
                  shareholder's notice of any such business to be conducted at
                  an annual meeting must be delivered to the Secretary of the
                  Corporation, or mailed and received at the principal executive
                  office of the Corporation, not less than 90 days before the
                  first anniversary of the date of the preceding year's annual
                  meeting of shareholders. If, however, the date of the annual
                  meeting of shareholders is more than 30 days before or after
                  such anniversary date, notice by a shareholder shall be timely
                  only if so delivered or so mailed and received not less than
                  90 days before such annual meeting or, if later, within 10
                  days after the first public announcement of the date of such
                  annual meeting. To be timely, a shareholder's notice of any
                  such business to be conducted at a regular meeting other than
                  an annual meeting must be delivered to the Secretary of the
                  Corporation, or mailed and received at the principal executive
                  office of the Corporation, not less than 90 days before such
                  regular meeting or, if later, within 10 days after the first
                  public announcement of the date of such regular meeting.
                  Except to the extent otherwise required by law, the
                  adjournment of a regular meeting of shareholders shall not
                  commence a new time period for the giving of a shareholder's
                  notice as described above.

                           (b) Content of Notice. A shareholder's notice to the
                  Corporation shall set forth as to each matter the shareholder
                  proposes to bring before the regular meeting (i) a brief
                  description of the business desired to be brought



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                  before the meeting and the reasons for conducting such
                  business at the meeting, (ii) the name and address, as they
                  appear on the Corporation's books, of the shareholder
                  proposing such business, (iii) the class or series (if any)
                  and number of shares of the Corporation that are beneficially
                  owned by the shareholder, (iv) any material interest of the
                  shareholder in such business, and (v) a representation that
                  the shareholder is a holder of record of shares entitled to
                  vote at the meeting and intends to appear in person or by
                  proxy at the meeting to make the proposal.

                           (c) Consequences of Failure to Give Timely Notice.
                  Notwithstanding anything in these By-Laws to the contrary, no
                  business (other than the nomination and election of directors)
                  shall be conducted at any regular meeting except in accordance
                  with the procedures set forth in this Section. The officer of
                  the Corporation chairing the meeting shall, if the facts
                  warrant, determine and declare to the meeting that business
                  was not properly brought before the meeting in accordance with
                  the procedures described in this Section and, if such officer
                  should so determine, such officer shall so declare to the
                  meeting, and any such business not properly brought before the
                  meeting shall not be transacted. Nothing in this Section shall
                  be deemed to preclude discussion by any shareholder of any
                  business properly brought before the meeting in accordance
                  with these By-Laws.

                           (d) Public Announcement. For purposes of this Section
                  and Section 2.17, "public announcement" means disclosure (i)
                  when made in a press release reported by the Dow Jones News
                  Service, Associated Press, or comparable national news
                  service, (ii) when filed in a document publicly filed by the
                  Corporation with the Securities and Exchange Commission
                  pursuant to Section 13, 14, or 15(d) of the Securities
                  Exchange Act of 1934, as amended, or (iii) when mailed as the
                  notice of the meeting pursuant to Section 1.06.

                           (e) Compliance with Law. Notwithstanding the
                  foregoing provisions of this Section, a shareholder shall also
                  comply with all applicable requirements of Minnesota law and
                  the Securities Exchange Act of 1934, as amended, and the rules
                  and regulations thereunder with respect to the matters set
                  forth in this Section.

         RESOLVED, that a new Section 2.17 is hereby added to the Restated
         By-Laws of the Corporation to read in its entirety as follows,
         effective immediately following the Corporation's annual meeting in
         January, 2001, without further action:

                           Section 2.17 Nomination of Director Candidates. Only
                  persons who are nominated in accordance with the procedures
                  set forth in this Section 2.17 shall be eligible for election
                  as directors. Nominations of persons for election to the Board
                  may be made at a meeting of shareholders (i) by or at the
                  direction of the Board, or (ii) by any shareholder of the
                  Corporation entitled to

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                  vote for the election of directors at the meeting who complies
                  with the notice procedures hereinafter set forth in this
                  Section.

                           (a) Timing of Notice. Nominations by shareholders
                  shall be made pursuant to timely notice in writing to the
                  Secretary of the Corporation. To be timely, a shareholder's
                  notice of nominations to be made at an annual meeting of
                  shareholders must be delivered to the Secretary of the
                  Corporation, or mailed and received at the principal executive
                  office of the Corporation, not less than 90 days before the
                  first anniversary of the date of the preceding year's annual
                  meeting of shareholders. If, however, the date of the annual
                  meeting of shareholders is more than 30 days before or after
                  such anniversary date, notice by a shareholder shall be timely
                  only if so delivered or so mailed and received not less than
                  90 days before such annual meeting or, if later, within 10
                  days after the first public announcement of the date of such
                  annual meeting. If a special meeting of shareholders of the
                  Corporation is called in accordance with Section 1.03 for the
                  purpose of electing one or more directors to the Board or if a
                  regular meeting other than an annual meeting is held, for a
                  shareholder's notice of nominations to be timely it must be
                  delivered to the Secretary of the Corporation, or mailed and
                  received at the principal executive office of the Corporation,
                  not less than 90 days before such special meeting or such
                  regular meeting or, if later, within 10 days after the first
                  public announcement of the date of such special meeting or
                  such regular meeting. Except to the extent otherwise required
                  by law, the adjournment of a regular or special meeting of
                  shareholders shall not commence a new time period for the
                  giving of a shareholder's notice as described above.

                           (b) Content of Notice. A shareholder's notice to the
                  Corporation of nominations for a regular or special meeting of
                  shareholders shall set forth (x) as to each person whom the
                  shareholder proposes to nominate for election or re-election
                  as a director: (i) such person's name, age, business address
                  and residence address and principal occupation or employment,
                  (ii) all other information relating to such person that is
                  required to be disclosed in solicitations of proxies for
                  election of directors, or that is otherwise required, pursuant
                  to Regulation 14A under the Securities Exchange Act of 1934,
                  as amended, and (iii) such person's written consent to being
                  named in the proxy statement as a nominee and to serving as a
                  director if elected; and (y) as to the shareholder giving the
                  notice: (i) the name and address, as they appear on the
                  Corporation's books, of such shareholder, (ii) the class or
                  series (if any) and number of shares of the Corporation that
                  are beneficially owned by such shareholder, and (iii) a
                  representation that the shareholder is a holder of record of
                  shares of the Corporation entitled to vote for the election of
                  directors and intends to appear in person or by proxy at the
                  meeting to nominate the person or persons specified in the
                  notice. At the request of the Board, any person nominated by
                  the Board for election as a director shall furnish to the
                  Secretary

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                  of the Corporation the information required to be set forth in
                  a shareholder's notice of nomination that pertains to a
                  nominee.

                           (c) Consequences of Failure to Give Timely Notice.
                  Notwithstanding anything in these By-Laws to the contrary, no
                  person shall be eligible for election as a director of the
                  Corporation unless nominated in accordance with the procedures
                  set forth in this Section. The officer of the Corporation
                  chairing the meeting shall, if the facts warrant, determine
                  and declare to the meeting that a nomination was not made in
                  accordance with the procedures described in this Section and,
                  if such officer should so determine, such officer shall so
                  declare to the meeting, and the defective nomination shall be
                  disregarded.


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