**EXHIBIT
      3.2**


Revised:
            May
                26, 1992 October 19, 2000 May 21, 2002





**BYLAWS**


**OF**


**MAKEMUSIC!
      INC.**











**ARTICLE
      I.**


**Offices.**





Section
      1. Registered Office. The
      registered office of the Corporation required by Chapter 302A of the Minnesota
      Statutes to be maintained in the State of Minnesota is as designated in the
      Articles of Incorporation. The Board of Directors of the Corporation may, from
      time to time, change the location of the registered office. On or before the
      day
      that such change is to become effective, a certificate of such change and of
      the
      new address of the new registered office shall be filed with the Secretary
      of
      State of the State of Minnesota.





Section
      2. Other Offices. The
      Corporation may establish and maintain such other offices, within or without
      the
      State of Minnesota, as are from time to time authorized by the Board of
      Directors.











**ARTICLE
      II.**


**Meetings
      of Shareholders.**





Section
      1. Place of Meeting. All
      meetings of the shareholders shall be held at the registered office of the
      Corporation in the State of Minnesota or at such place within or without the
      state as may be fixed from time to time by the Board of Directors, provided
      that
      a meeting called by or at the demand of a shareholder; shall be held in the
      county where the principal executive office of the Corporation is located.





Section
      2. Date of Meeting. A
      regular meeting of shareholders may be held for the purpose of electing
      directors or for the transaction of any other business as may come before the
      meeting. It shall be the duty of the Chairman or Treasurer, upon demand of
      any
      shareholder holding three percent (3%) or more of all voting shares, to call
      such meeting if a regular meeting of shareholders has not been held during
      the
      immediately preceding fifteen (15) months. If said officers fail to call and
      hold such meeting within ninety (90) days after receipt of the demand, the
      shareholder making the demand shall have the right and power to call such
      meeting.





Section
      3. Notice of Regular Meetings. Written
      notice of the time and place of each regular shareholder meeting shall be
      mailed, postage prepaid, at least ten (10) but not more than sixty (60) days
      before such meeting, to each shareholder entitled to vote thereat at his address
      as the same appears upon the books of the Corporation.





1


Section
      4. Special Meetings. Special
      meetings of the shareholders, for any purpose or purposes, unless otherwise
      prescribed by statute or by the Articles of Incorporation, may be called by
      the
      Chairman or Treasurer and shall be called by the Chairman or Treasurer at the
      request in writing of two or more members of the Board of Directors, or at
      the
      request in writing of shareholders owning ten percent (10%) or more of the
      voting power of all outstanding voting shares. Such request, which shall be
      by
      registered mail or delivered in person to the Chairman or Treasurer, shall
      state
      the purpose or purposes of the proposed meeting.





Section
      5. Notice of Special Meetings. Written
      notice of the time, place and purpose or purposes of a special meeting shall
      be
      mailed, postage prepaid, at least five (5) but not more than sixty (60) days
      before such meeting, to each shareholder entitled to vote at such meeting at
      his
      address as the same appears upon the books of the Corporation.





Section
      6. Business to be Transacted. No
      business shall be transacted at any special meeting of shareholders except
      that
      stated in the notice of the meeting.





Section
      7. Waiver of Notice. A
      shareholder may waive notice of a meeting of shareholders. A waiver of notice
      by
      a shareholder entitled to notice is effective whether given before, at, or
      after
      the meeting, and whether given in writing, orally, or by attendance. Attendance
      by a shareholder at a meeting is a waiver of notice of that meeting, except
      where the shareholder objects at the beginning of the meeting to the transaction
      of business because the meeting is not lawfully called or convened, or objects
      before a vote on an item of business because the item may not lawfully be
      considered at that meeting and does not participate in ** the
      consideration of the item at that meeting.





Section
      8. Quorum and Adjournment. The
      holders of a majority of the voting power of the shares entitled to vote at
      a
      meeting, present in person or by proxy at the meeting, shall constitute a quorum
      at all meetings of the shareholders for the transaction of business except
      as
      otherwise provided by statute or by the Articles of Incorporation. If, however,
      such quorum shall not be present or represented at any meeting of the
      shareholders, the shareholders entitled to vote thereat, present in person
      or
      represented by proxy, shall have the 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. At such adjourned meeting at which a quorum
      shall be present or represented any business may be transacted which might
      have
      been transacted at the meeting as originally noticed. The shareholders present
      at a duly called or held meeting at which a quorum is present may continue
      to
      transact business until adjournment, even though the withdrawal of a number
      of
      shareholders originally present leaves less than the proportion or number
      otherwise required for a quorum.





Section
      9. Voting Rights. A
      shareholder may cast his vote in person or by proxy. When a quorum is present
      at
      the time a meeting is convened, the vote of the holders of a majority of the
      shares entitled to vote on any question present in person or by proxy shall
      decide such question unless the question is one upon which, by express provision
      of the applicable statute or the Articles of Incorporation, a different vote
      is
      required, in which case such express provision shall govern and control the
      decision of such question.





Section
      10. Manner of Voting. Each
      shareholder shall at every meeting of the shareholders be entitled to one vote
      in person or by proxy for each share of the capital stock having voting power
      held by such shareholder, but no proxy shall be valid after eleven (11) months
      from its date, unless the proxy expressly provides for a longer period, and,
      except where the transfer books of the Corporation have been closed or a date
      has been fixed as a record date for the determination of its shareholders
      entitled to vote, no share of stock that has been transferred on the books
      of
      the Corporation within twenty (20) days next preceding any election of directors
      shall be voted on at such election for directors.





2


Section
      11. Record Date. The
      Board of Directors may fix a date, not exceeding sixty (60) days preceding
      the
      date of any meeting of shareholders, as a record date for the determination
      of
      the shareholders entitled to notice of and to vote at such meeting, and in
      such
      case only shareholders of record on the date so fixed, or their legal
      representatives, shall be entitled to notice of and to vote at such meeting,
      notwithstanding any transfer of any shares on the books of the Corporation
      after
      any record date so fixed. The Board of Directors may close the books of the
      corporation against transfers of shares during the whole or any part of such
      period.





Section
      12. Organization of Meetings. The
      Chairman shall preside at all meetings of the shareholders, and in his or her
      absence any person appointed by the Chairman shall act as presiding officer.
      The
      Secretary shall act as secretary of all meetings of the shareholders, or in
      his
      or her absence any person appointed by the presiding officer shall act as
      secretary.





Section
      13. Action Without a Meeting. Any
      action required or permitted to be taken at a shareholders’ meeting may be taken
      without a meeting if authorized by a writing or writings signed by all of the
      holders of shares who would be entitled to vote on that action. Such action
      shall be effective on the date on which the last signature is placed on such
      writing or writings, unless a different effective date is provided in the
      written action. If any action so taken requires a certificate to be filed in
      the
      office of the Secretary of State, the officer signing such certificate shall
      state therein that the action was effected in the manner aforesaid.







**ARTICLE
      III.**


**Board
      of Directors.**





Section
      1. General Powers. The
      business and affairs of the Corporation shall be managed by or under 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 or by these Bylaws required to be exercised or done by the
      shareholders.





Section
      2. Number and Term of Office. The
      number of directors which shall constitute the whole board shall be at least
      one
      (1), or such other number as may be determined by the Board of Directors or
      by
      the shareholders at a regular or special meeting. Except as otherwise permitted
      by statute, the directors shall be elected at each regular meeting of the
      Corporation’s shareholders (or at any special meeting of the shareholders called
      for that purpose) by a majority of the voting power of the shares represented
      and voting, and each director shall be elected to serve until the next regular
      meeting of the shareholders or until his or her successor shall have been duly
      elected and qualified.





Section
      3. Resignation and Removal. Any
      director may resign at any time by giving written notice to the Corporation.
      Such resignation shall take effect at the date of the receipt of such notice,
      or
      at any later time specified therein, and unless otherwise specified therein,
      the
      acceptance of such resignation shall not be necessary to make it effective.
      Any
      director may be removed at any time, with or without cause, by the affirmative
      vote of the holders of a majority of the voting shares entitled to elect such
      director.





3


Section
      4. Vacancies. If the
      office of any director becomes vacant by reason of death, resignation, removal,
      disqualification, or otherwise, the directors then in office, although less
      than
      a quorum, by majority vote, may choose a successor who shall hold office for
      the
      unexpired term in respect of which such vacancy occurred. With respect to the
      initial election of a director to fill a newly created directorship resulting
      from an increase in the number of directors by action of the Board of Directors
      in the manner permitted by statute, such vacancy shall be filled by the
      affirmative vote of a majority of the directors serving at the time of the
      increase.





Section
      5. Meeting of Directors. The
      Board of Directors of the Corporation may hold meetings, from time to time,
      either within or without the State of Minnesota, at such place as a majority
      of
      the members of the Board of Directors may from time to time appoint. If the
      Board of Directors fails to select a place for the meeting, the meeting shall
      be
      held at the principal executive office of the Corporation.





Section
      6. Calling Meetings. Meetings
      of the Board of Directors may be called by (i) the Chairman on two (2) days'
      notice or (ii) any director on ten (10) days' notice, to each director, either
      personally, by telephone or by mail or telegram. Every such notice shall state
      the date, time and place of the meeting. Notice of a meeting called by a person
      other than the Chairman shall state the purpose of the meeting.





Section
      7. Participation by Conference Telephone. Directors of the Corporation may participate in a meeting of the Board of
      Directors by means of conference telephone or similar communications equipment
      by means of which all persons participating in the meeting can hear each other,
      and participation in a meeting by that means shall constitute presence in person
      at the meeting.





Section
      8. Waiver of Notice. A
      director may waive notice of a meeting of the Board of Directors. A waiver
      of
      notice by a director entitled to notice is effective whether given before,
      at,
      or after the meeting, and whether given in writing, orally, or by attendance.
      Attendance by a director at a meeting is a waiver of notice of that meeting,
      except where the director objects at the beginning of the meeting to the
      transaction of business because the meeting was not lawfully called or convened
      and does not participate thereafter in the meeting.





Section
      9. Absent Directors. A
      director may give advance written consent or opposition to a proposal to be
      acted on at a meeting of the Board of Directors by actual delivery prior to
      the
      meeting of such advance written consent or opposition to the Chairman or
      Treasurer or a director who is present at the meeting. If the director is not
      present at the meeting, advance written consent or opposition to a proposal
      shall not constitute presence for purposes of determining the existence of
      a
      quorum, but consent or opposition shall be counted as a vote in favor of or
      against the proposal and shall be entered in the minutes or other record of
      action at the meeting, if the proposal acted on at the meeting is substantially
      the same or has substantially the same effect as the proposal to which the
      director has consented or objected.





Section
      10. Quorum. At all
      meetings of the Board of Directors 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
      applicable 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 thereat
      may adjourn the meeting from time to time, without notice other than
      announcement at the meeting, until a quorum is present. ' If a quorum is present
      at the call of a meeting, the directors may continue to transact business until
      adjournment notwithstanding the withdrawal of enough directors to leave less
      than a quorum.





4


Section
      11. Organization of Meetings. The
      Chairman shall preside at all meetings of the Board of Directors, and in his
      or
      her absence any person appointed by the Chairman shall act as presiding officer.
      The Secretary shall act as secretary of all meetings of the Board of Directors
      and in his or her absence any person appointed by the presiding officer shall
      act as secretary.





Section
      12. Action Without Meeting. Unless
      otherwise restricted by the Articles of Incorporation or these Bylaws, any
      action required or permitted to be taken at any meeting of the Board of
      Directors may be taken without a meeting, if a written consent thereto is signed
      by all members of the Board of Directors and such written consent is filed
      with
      the minutes of proceedings of the Board of Directors. If the proposed action
      need not be approved by the shareholders and the Articles of Incorporation
      so
      provide, action may be taken by written consent signed by the number of
      directors that would be required to take the same action at a meeting of the
      Board of Directors at which all directors were present. Such action shall be
      effective on the date on which the last signature is placed on such writing
      or
      writings, or such other effective date as is set forth therein.





Section
      13. Compensation of Directors. By
      resolution of the Board of Directors, each director may be paid his or her
      expenses, if any, of attendance at each meeting of the Board of Directors,
      and
      may be paid a stated amount as a director or fixed sum for attendance at each
      meeting of the Board of Directors, or both. No such payment shall preclude
      a
      director from serving the Corporation in any other capacity and receiving
      compensation therefore.







**ARTICLE
      IV.**


**Officers.**





Section
      1. Number. The
      officers of the Corporation shall be chosen by the Board of Directors and shall
      include a Chairman, a President, a Secretary, and a Treasurer. The Board of
      Directors may also choose one or more Vice Presidents, and one or more Assistant
      Secretaries and Assistant Treasurers. Any number of offices or functions of
      those offices may be held or exercised by the same person.





Section
      2. Election. The
      Board of Directors at its first meeting after each regular meeting of
      shareholders shall choose a Chairman, a President, a Secretary and a
      Treasurer.





Section
      3. Other Officers and Agents. The
      Board of Directors may appoint such other officers and agents as it shall deem
      necessary who shall hold their offices for such terms and shall exercise such
      powers and perform such duties as shall be determined from time to time by
      the
      Board of Directors.





5


Section
      4. Salaries. The
      salaries of all officers of the Corporation shall be fixed by the Board of
      Directors.





Section
      5. Term of Office. The
      officers of the Corporation shall hold office until their successors are chosen
      and qualify. Any officer elected or appointed by the Board of Director~ may
      be
      removed with or without cause at any time by the affirmative vote of a majority
      of the Board of Directors. Any officer may resign at any time by giving written
      notice to the Chairman or the Secretary of the Corporation. Any vacancy
      occurring in any office of the Corporation shall be filled by the Board of
      Directors.





Section
      6. The Chairman. Powers and Duties. The
      Chairman of the Corporation shall be the chief executive officer of the
      Corporation, shall preside at all meetings of the Board of Directors and the
      shareholders, shall have general active management of the business of the
      Corporation, shall see that all orders and resolutions of the Board of Directors
      are carried into effect, and shall perform such other duties prescribed by
      the
      Board of Directors. He or she shall execute bonds, mortgages, and other
      contracts of the Corporation, except where required or permitted by law to
      be
      otherwise signed and executed and 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, and shall maintain records of and, whenever necessary,
      certify all proceedings of the Board of Directors and the shareholders. Except
      as otherwise prescribed by these Bylaws or the Board of Directors, he or she
      shall prescribe duties of other officers.





Section
      7. The President. Powers and Duties. The
      President shall be the chief operating officer of the Corporation, shall be
      responsible for management of the business of the Corporation subject-to
      direction from the Chairman, and in general shall perform all duties usually
      incident to the office of chief operating officer, and such other duties as
      may
      from time to time be assigned to him or her by the Board of Directors. In the
      absence or disability of the Chairman, the President shall succeed to his or
      her
      powers and duties.





Section
      8. The Vice President. Powers and Duties. The Vice
      President, if any, or if there shall be more than one, the Vice Presidents
      in
      the order determined by the Board of Directors, 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 and have such other powers as
      the
      Board of Directors or the Chairman may from time to time prescribe.





Section
      9. The Secretary. Powers and Duties. The
      Secretary shall attend all meetings of the Board of Directors and all meetings
      of the shareholders and record all the proceedings of the meetings of the
      Corporation and of the Board of Directors in a book to be kept for that purpose.
      He or she shall give, or cause to be given, notice of all meetings of the
      shareholders and special meetings of the Board of Directors, and shall perform
      such other duties as may be prescribed by the Board of Directors or Chairman,
      under whose supervision he or she shall be.





Section
      10. Assistant Secretary. The
      Assistant Secretary or, if there be more than one, the Assistant Secretaries,
      in
      the order determined by the Board of Directors, shall, in the absence or
      disability of the Secretary, perform the duties and exercise the powers of
      the
      Secretary and shall perform such other duties and have such other powers as
      the
      Board of Directors or the Chairman may from time to time prescribe.





6


Section
      11. The Treasurer. Powers and Duties. The
      Treasurer shall be the chief financial officer of the Corporation, shall have
      custody of the Corporation's funds and securities, shall keep full and accurate
      accounts of receipts and disbursements in books belonging to the Corporation,
      shall deposit all monies and other valuable effects in the name and to the
      credit of the Corporation in such depositories as may be designated by the
      Board
      of Directors, and shall perform such other duties prescribed by the Board of
      Directors or by the Chairman.





Section
      12. Treasurer's Accounting. He or
      she shall disburse such funds of the Corporation as may be ordered by the Board
      of Directors, taking proper vouchers for such disbursements, and shall render
      to
      the Chairman and the Board of Directors, at its regular meetings, or when the
      Board of Directors so requires, an account of all his or her transactions as
      Treasurer and of the financial condition of the Corporation.





Section
      13. Treasurer's Bond. If
      required by the Board of Directors, he or she shall give the Corporation a
      bond
      in such sum and with such surety or sureties as shall be satisfactory to the
      Board of Directors for the faithful performance of the duties of his or her
      office and for the restoration to the Corporation, in case of his or her death,
      resignation, retirement or removal from office, of all books, papers, vouchers,
      money and other property of whatever kind in his or her possession or under
      his
      or her control belonging to the Corporation.





Section
      l4. Assistant Treasurer. The
      Assistant Treasurer or, if there shall be more than one, the Assistant
      Treasurers, in the order determined by the Board of Directors, shall, in the
      absence or disability of the Treasurer, perform the duties and exercise the
      powers of the Treasurer and shall perform such other duties and have such other
      powers as the Board of Directors or the Chairman may from time to time
      prescribe.







**ARTICLE
      V.**


**Certificates
      of Stock.**





Section
      1. Certificates of Stock. Every
      holder of stock in the Corporation shall be entitled to have a certificate,
      signed by, or in the name of the Corporation by the Chairman and the Secretary
      or an Assistant Secretary of the Corporation, if there be one, certifying the
      number of shares owned by him or her in the Corporation. The certificates of
      stock of each class shall be numbered in the order of their issue.





Section
      2. Facsimile Signatures. Where a
      certificate is signed (1) by a transfer agent or an assistant transfer agent,
      or
      (2) by a transfer clerk acting on behalf of the Corporation and a registrar,
      the
      signature of any such Chairman, Secretary or Assistant Secretary maybe
      facsimile. In case any officer or officers who have signed, or whose facsimile
      signature or signatures have been used on any such certificate or certificates
      shall cease to be such officer or officers of the Corporation before such
      certificate or certificates have been delivered by the Corporation, such
      certificate or certificates may nevertheless be adopted by the Corporation
      and
      be issued and delivered as though the person or persons who signed such
      certificate or certificates or whose facsimile signature or signatures have
      been
      used thereon had not ceased to be such officer or officers of the Corporation.





7


Section
      3. Lost or Destroyed 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 or destroyed, upon the making of an affidavit of
      that
      fact by the person claiming the certificate of stock to be lost 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 or destroyed certificate or
      certificates, or his or her 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 or
      destroyed.





Section
      4. Transfers of Stock. Upon
      surrender to the Corporation or the transfer agent of 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.





Section
      5. Registered Shareholders. 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, and shall be entitled to hold liable for calls and assessments
      a
      person so registered on its books as the owner of shares, and shall not be
      bound
      to recognize any equitable or other claim to or interest in such share 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 applicable statute.







**ARTICLE
      VI.**


**General
      Provisions.**





Section
      1. Dividends. Subject
      to the provisions of the applicable statute and the Articles of Incorporation,
      dividends upon the capital stock of the Corporation may be declared by the
      Board
      of Directors at any regular or special meeting, and may be paid in cash, in
      property, or in shares of the capital stock.





Section
      2. Reserves. Before
      payment of any dividend, there may be set aside out of any funds of the
      Corporation available for dividends such sum or sums as the directors from
      time
      to time, in their absolute discretion, think proper as a reserve or reserves
      to
      meet contingencies, or for equalizing dividends, or for repairing or maintaining
      any property of the Corporation, or for such other purposes as the directors
      shall think conducive to the interest of the Corporation, and the directors
      may
      modify or abolish any such reserve in the manner in which it was created.





Section
      3. Checks. All
      checks or demands for money and notes of the Corporation shall be signed by
      such
      officer or officers or such other person or persons as the Board of Directors
      may from time to time designate.





Section
      4. Fiscal Year. The
      fiscal year of the Corporation shall be fixed by resolution of the Board of
      Directors.





8


Section
      5. Seal. The
      Corporation shall have no corporate seal.







**ARTICLE
      VII.**


**Amendments.**





Section
      1. Amendments. The
      power to make, alter, amend or rescind these Bylaws is vested in the Board
      of
      Directors, subject to the power of the shareholders to adopt, amend or repeal
      these Bylaws, as permitted by applicable statute.








9