##### 



Exhibit 3.2
 BYLAWS OF
 SONICWALL, INC.




---



##### 



BYLAWS
OF
SONICWALL, INC.
 TABLE OF CONTENTS
 PageARTICLE I OFFICES
    
    
    11.01
    
    Principal Office
    
    
    11.02
    
    Other Offices
    
    
    1ARTICLE II MEETINGS OF SHAREHOLDERS
    
    
    12.01
    
    Place Of Meetings
    
    
    12.02
    
    Annual Meetings Of Shareholders
    
    
    12.03
    
    Special Meetings
    
    
    22.04
    
    Notice Of Shareholders Meetings
    
    
    22.05
    
    Manner Of Giving Notice; Affidavit Of Notice
    
    
    22.06
    
    Quorum
    
    
    32.07
    
    Adjourned Meeting And Notice Thereof
    
    
    32.08
    
    Voting
    
    
    42.09
    
    Waiver Of Notice Or Consent By Absent Shareholders
    
    
    42.10
    
    Shareholder Action By Written Consent Without A Meeting
    
    
    52.11
    
    Record Date For Shareholder Notice, Voting And Giving Consents
    
    
    52.12
    
    Proxies
    
    
    62.13
    
    Inspectors Of Election
    
    
    62.14
    
    Advance Notice Of Shareholder Proposals And Director Nominations
    
    
    7ARTICLE III DIRECTORS
    
    
    83.01
    
    Powers
    
    
    83.02
    
    Number And Qualification Of Directors
    
    
    93.03
    
    Election And Term Of Office Of Directors
    
    
    93.04
    
    Vacancies
    
    
    93.05
    
    Place Of Meetings And Telephonic Meetings
    
    
    103.06
    
    Annual Meetings
    
    
    103.07
    
    Other Regular Meetings
    
    
    103.08
    
    Special Meetings
    
    
    103.09
    
    Quorum
    
    
    113.10
    
    Waiver of Notice
    
    
    113.11
    
    Adjournment
    
    
    113.12
    
    Notice of Adjournment
    
    
    113.13
    
    Action Without Meeting
    
    
    113.14
    
    Fees and Compensation of Directors
    
    
    12
 -i-




---



##### 



PageARTICLE IV COMMITTEES
    
    
    124.01
    
    Committees of Directors
    
    
    124.02
    
    Meetings and Action of Committees
    
    
    134.03
    
    Compensation Committee
    
    
    13ARTICLE V OFFICERS
    
    
    135.01
    
    Officers
    
    
    135.02
    
    Election of Officers
    
    
    145.03
    
    Subordinate Officers, Etc
    
    
    145.04
    
    Removal and Resignation of Officers
    
    
    145.05
    
    Vacancies in Offices
    
    
    145.06
    
    Chairman of the Board
    
    
    145.07
    
    President
    
    
    145.08
    
    Vice Presidents
    
    
    155.09
    
    Secretary
    
    
    155.10
    
    Chief Financial Officer
    
    
    15ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
OTHER AGENTS
    
    
    166.01
    
    Indemnification of Directors and Officers
    
    
    166.02
    
    Indemnification of Others
    
    
    166.03
    
    Advance of Expenses
    
    
    166.04
    
    Other Contractual Rights
    
    
    176.05
    
    Limitations
    
    
    176.06
    
    Insurance
    
    
    176.07
    
    Fiduciaries of Corporate Employee Benefit Plans
    
    
    176.08
    
    Other Indemnification
    
    
    18ARTICLE VII RECORDS AND REPORTS
    
    
    187.01
    
    Maintenance and Inspection of Share Register
    
    
    187.02
    
    Maintenance and Inspection of Bylaws
    
    
    187.03
    
    Maintenance and Inspection of Other Corporate Records
    
    
    197.04
    
    Inspection by Directors
    
    
    197.05
    
    Annual Report to Shareholders
    
    
    197.06
    
    Financial Statements
    
    
    207.07
    
    Annual Statement of General Information
    
    
    20ARTICLE VIII CORPORATE LOANS AND GUARANTEES
    
    
    218.01
    
    Shareholder Approval
    
    
    218.02
    
    Board Approval
    
    
    21
 -ii-




---



##### 



PageARTICLE IX GENERAL CORPORATE MATTERS
    
    
    219.01
    
    Record Date for Purposes Other Than Notice and Voting
    
    
    219.02
    
    Checks, Drafts, Evidences of Indebtedness
    
    
    229.03
    
    Corporate Contracts and Instruments; How Executed
    
    
    229.04
    
    Certificates for Shares
    
    
    229.05
    
    Lost Certificates
    
    
    229.06
    
    Representation of Shares of Other Corporations
    
    
    239.07
    
    Construction and Definitions
    
    
    23ARTICLE X AMENDMENTS
    
    
    2310.01
    
    Amendment By Shareholders
    
    
    2310.02
    
    Amendment By Directors
    
    
    23
 -iii-




---



##### 



BYLAWS
 OF
 SONICWALL, INC.
  OFFICES
 PRINCIPAL OFFICE
  OTHER OFFICES
   MEETINGS OF SHAREHOLDERS
 PLACE OF MEETINGS
  ANNUAL MEETINGS OF SHAREHOLDERS




---



##### 



SPECIAL MEETINGS
   NOTICE OF SHAREHOLDERS MEETINGS.
   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
  -2-




---



##### 



QUORUM
  ADJOURNED MEETING AND NOTICE THEREOF
   -3-




---



##### 



VOTING
   WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS
  -4-




---



##### 



SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
   RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING
CONSENTS
  -5-




---



##### 



PROXIES
  INSPECTORS OF ELECTION
  -6-




---



##### 



ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
  -7-




---



##### 



DIRECTORS
 POWERS
       -8-




---



##### 



NUMBER AND QUALIFICATION OF DIRECTORS
  ELECTION AND TERM OF OFFICE OF DIRECTORS
  VACANCIES
    -9-




---



##### 



PLACE OF MEETINGS AND TELEPHONIC MEETINGS
  ANNUAL MEETINGS
  OTHER REGULAR MEETINGS
  SPECIAL MEETINGS
   -10-




---



##### 



QUORUM
  WAIVER OF NOTICE
  ADJOURNMENT
  NOTICE OF ADJOURNMENT
  ACTION WITHOUT MEETING
  -11-




---



##### 



FEES AND COMPENSATION OF DIRECTORS
   COMMITTEES
 COMMITTEES OF DIRECTORS
         -12-




---



##### 



MEETINGS AND ACTION OF COMMITTEES
  COMPENSATION COMMITTEE
   OFFICERS
 OFFICERS
  -13-




---



##### 



ELECTION OF OFFICERS
  SUBORDINATE OFFICERS, ETC.
  REMOVAL AND RESIGNATION OF OFFICERS
   VACANCIES IN OFFICES
  CHAIRMAN OF THE BOARD
  PRESIDENT
  -14-




---



##### 



VICE PRESIDENTS
  SECRETARY
    CHIEF FINANCIAL OFFICER
  -15-




---



##### 



INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
 INDEMNIFICATION OF DIRECTORS AND OFFICERS
  INDEMNIFICATION OF OTHERS
  ADVANCE OF EXPENSES
  -16-




---



##### 



OTHER CONTRACTUAL RIGHTS
  LIMITATIONS
    INSURANCE
  FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLANS
  -17-




---



##### 



OTHER INDEMNIFICATION
   RECORDS AND REPORTS
 MAINTENANCE AND INSPECTION OF SHARE REGISTER
   MAINTENANCE AND INSPECTION OF BYLAWS
  -18-




---



##### 



MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
  INSPECTION BY DIRECTORS
  ANNUAL REPORT TO SHAREHOLDERS
   -19-




---



##### 



FINANCIAL STATEMENTS
     ANNUAL STATEMENT OF GENERAL INFORMATION
  -20-




---



##### 



CORPORATE LOANS AND GUARANTEES
 SHAREHOLDER APPROVAL
    BOARD APPROVAL
   GENERAL CORPORATE MATTERS
 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
   -21-




---



##### 



CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS
  CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED
  CERTIFICATES FOR SHARES
  LOST CERTIFICATES
  -22-




---



##### 



REPRESENTATION OF SHARES OF OTHER CORPORATIONS
  CONSTRUCTION AND DEFINITIONS
    AMENDMENT BY SHAREHOLDERS
  AMENDMENT BY DIRECTORS
  -23-