AMENDED AND RESTATED BYLAWS

                                       OF

                           NAPRO BIOTHERAPEUTICS, INC.

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                Offices and Agent

         Section 1. Principal Office. The principal office of the Corporation
may be located within or without the State of Delaware, as designated by the
board of directors. The Corporation may have other offices and places of
business at such places within or without the State of Delaware as shall be
determined by the directors.

         Section 2. Registered Office and Agent. The Corporation shall have and
maintain at all times (a) a registered office in the State of Delaware, which
office shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and
(b) a registered agent located at such address whose name is The Corporation
Trust Company, until changed from time to time as provided by the General
Corporation Law of the State of Delaware ("Delaware Corporation Law").


                                   ARTICLE II

                            Meetings of Stockholders

         Section 1. Place of Meetings. All meetings of stockholders of the
Corporation shall be held within or without the State of Delaware as may be
designated by the board of directors or the president, or, if not designated, at
the registered office of the Corporation.

         Section 2. Annual Meetings. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on such date and at such
time as determined by resolution of the Board of directors. If, at the place of
the meeting, this date shall fall upon a legal holiday, then such meeting shall
be held on the next succeeding business day at the same hour. If no annual
meeting is held in accordance with the foregoing provisions, the board of
directors shall cause the meeting to be held as soon thereafter as convenient.
If no annual meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu of the annual meeting, and any action taken
at that special meeting shall have the same effect as if it had been taken at
the annual meeting, and in such case all, references in these Bylaws to the
annual meeting of stockholders shall be deemed to refer to such special meeting.



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         Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, special meetings of stockholders, for any
purpose or purposes, may be called only by either the Chairman, if there be one,
or the President, and shall be called by the Secretary or any Assistant
Secretary, if there be one, at the request in writing of a majority of the Board
of Directors. Such request shall state the purpose or purposes of the proposed
meeting. Upon receipt of such written request, the president shall fix a date
and time for such meeting which such date shall be within ten business days of
the proposed date specified in the written request.

         Section 4. Notice of Meeting. Except as otherwise provided in these
Bylaws or Delaware Corporation Law, written notice of any meeting of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose for which the meeting is called, shall be
delivered either personally or by mail to each stockholder of record entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, such notice shall be deemed to be delivered as to any
stockholder of record when deposited in the United States mail addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation, with postage prepaid. When a meeting is adjourned to another time
or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

         Section 5. Waiver of Notice. Any stockholder, either before or after
any stockholders" meeting, may waive in writing notice of the meeting, and his
waiver shall be deemed the equivalent of giving notice. Attendance at a meeting
by a stockholder shall constitute a waiver of notice, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

         Section 6. Fixing of Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors of the Corporation may fix, in
advance, a record date which shall be not more than sixty (60) days nor less
than ten (10) days prior to the date of such meeting, nor more than sixty (60)
days prior to any other action. If no record date is fixed, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or vote
at a meeting of stockholders shall apply to any adjournment of the meeting,
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.


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         Section 7. Notice of Business. At any meeting of the stockholders of
the Corporation, only such proper business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the Corporation who is a stockholder of record at
the time of giving of the notice provided for in this Section 7, who shall be
entitled to vote at such meeting and who complies with the notice procedures set
forth in this Section 7. For business to be brought before a meeting of
stockholders by a stockholder, the stockholder shall have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder"s notice shall be delivered to or mailed and received at the
principal executive office of the Corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the event that
less than 60 days" notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder"s notice to the
Secretary of the Corporation shall set forth as to each matter the stockholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and, in the event that such business includes a proposal
to amend any document, including these Bylaws, the language of the proposed
amendment, (ii) the name and address, as they appear on the Corporation"s books,
of the stockholder proposing such business, (iii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by such
stockholder and (iv) any material interest of such shareholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at a meeting of the stockholders except in accordance with the
procedures set forth in this Section 7. The chairman of the meeting of
stockholders shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the provisions of these Bylaws, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Section 7, a stockholder shall also comply with all applicable requirements
of the Securities and Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder with respect to matters set forth in this
Section 7.

         Section 8. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
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. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder entitled to vote at
the meeting.


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<PAGE>


         Section 9. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these Bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat. Each stockholder shall have one
vote for each share of stock entitled to vote held of record by such stockholder
and a proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation. The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

         Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held. Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he has
expressly empowered the pledgee to vote thereon, in which case only the pledgee,
or his proxy, may represent such stock and vote thereon.

         If shares having voting power stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety, or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the secretary of the Corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect: (i) if only one votes, his act binds all; (ii) if
more than one vote, the act of the majority so voting binds all; and (iii) if
more than one vote, but the vote is evenly split on any particular matter, each
fraction may vote the securities in question proportionately, or any person
voting the shares or a beneficiary, if any, may apply to the Court of Chancery
or any court of competent jurisdiction in the State of Delaware to appoint an
additional person to act with the persons so voting the shares. The shares shall
then be voted as determined by a majority of such persons and the person
appointed by the Court. If a tenancy is held in unequal interests, a majority or
even-split for the purpose of this subsection shall be a majority or even-split
in interest.

         Section 10. Proxies. A stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy. No
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period.

         Section 11. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.


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         Section 12. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 11 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.



                                   ARTICLE III

                                    Directors

         Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the 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 Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.

         Section 2.        Classes; Number of Directors.

                  (a) The Board of Directors shall be divided into three
classes, designated as Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. At the 1996 annual meeting
of stockholders, Class I directors were elected for a one-year term, Class II
directors for a two-year term and Class III directors for a three year term. At
each succeeding annual meeting of stockholders beginning in 1997, successors to
the Class of directors whose term expires at such annual meeting shall be
elected to a three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the Classes so as to maintain
the number of directors in each Class as nearly equal as possible, and any
additional director of any Class who is elected to fill a vacancy resulting from
an increase in such class shall hold office for a term that shall coincide with
the remaining term of such Class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director.

                  (b) Except for the directors, if any, elected under specified
circumstances pursuant to Section III of Article Four of the Certificate of
Incorporation of the Corporation by the holders of any class or series of
Preferred Stock, the exact number of directors of the Corporation shall be
determined from time to time by resolution of the Board of Directors.


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<PAGE>


         Section 3. Election of Directors. Except as provided in this Section 3
and subject to the right to elect additional directors under specified
circumstances which may be granted, pursuant to the provisions of Section III of
Article Four of the Certificate of Incorporation of the Corporation, to the
holders of any class or series of Preferred Stock, directors shall be elected by
a majority of the votes cast at annual meetings of stockholders, and each
director so elected shall hold office until his successor is duly elected and
qualified, or until his earlier resignation or removal. Directors need not be
stockholders. Only persons who are nominated in accordance with the following
procedures shall be eligible for election by the stockholders as directors of
the Corporation. Nominations of persons for election as directors of the
Corporation may be made at a meeting of stockholders (a) by or at the direction
of the Board of Directors, (b) by any nominating committee or persons appointed
by the Board of Directors or (c) by any shareholders of the Corporation entitled
to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 3. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in Writing to the Secretary of the Corporation. To be
timely, a stockholder"s notice shall be delivered to or mailed and received at
the principal executive office of the Corporation not less than 50 days nor more
than 75 days prior to the meeting; provided; however, that in the event that
less than 60 days" notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholders to be timely must
be so received not later than the close of business on the tenth day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made, whichever first occurs. Such stockholder"s notice to
the Secretary of the Corporation shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person and (iv) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as now or hereafter
amended; and (b) as to the stockholder giving the notice (i) the name and record
address of such stockholder and (ii) the class and number of shares of capital
stock of the Corporation which are beneficially owned by such stockholder. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. No person shall
be eligible for election by the stockholders as a director of the Corporation
unless nominated in accordance with the procedures set forth herein. The
chairman of the meeting of the stockholders shall, if the facts warrant,
determine and declare to the meeting that nomination was not made in accordance
with the foregoing procedure, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.

         Section 4. Vacancies and Additional Directorships. Except as otherwise
provided pursuant to Section III of Article Four of the Certificate of
Incorporation of the Corporation in connection with rights to elect additional
directors under specified circumstances which may be granted to the holders of
any class or series of Preferred Stock, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
shall be filled solely by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until their successors are duly elected and qualified, or
until their earlier resignation or removal.

         Section 5. Resignation. Any director may resign by delivering his
written resignation to the Corporation at its principal office addressed to the
president or secretary. Such resignation shall be effective upon receipt unless
it is specified to he effective at some other time or upon the happening of some
other event.


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         Section 6. Removal. Except as otherwise provided pursuant to Section
III of Article Four of the Certificate of Incorporation of the Corporation in
connection with rights to elect additional directors under specified
circumstances which may be granted to the holders of any class or series of
Preferred Stock, any director or the entire Board of Directors may be removed
only for cause by the affirmative vote of the holders of at least 80% of the
voting power of all of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.

         Section 7. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors , even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

         Section 8. Committees. The board of directors may, by a resolution
passed by a majority of the whole board of directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member. Any such committee,
to the extent provided in the resolution of the board of directors and subject
to the provisions of Delaware Corporation Law, shall have and may exercise all
the powers and authority of the board of directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all such papers which may require it. Each such
committee shall keep minutes and make such reports as the board of directors may
from time to time request. Except as the board of directors may otherwise
determine, any committee may make rules for the conduct of its business, but,
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
Bylaws for the board of directors.


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         Section 9. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.


                                   ARTICLE IV

                              Meetings of the Board

         Section 1. Place of Meetings. The regular or special meetings of the
board of directors or any committee designated by the board shall be held at the
principal office of the Corporation or at any other place within or without the
State of Delaware that a majority of the board of directors or any such
committee, as the case may be, may designate from time to time by resolution.

         Section 2. Regular Meetings. The board of directors shall meet each
year immediately after and at the same place as the annual meeting of the
stockholders, or at such other locale in the vicinity as such place as to which
the directors are given prior written notice, for the purpose of electing
officers and transacting such other business as may come before the meeting. The
board of directors or any committee designated by the board may provide, by
resolution, for the holding of additional regular meetings within or without the
State of Delaware without notice of the time and place of such meeting other
than such resolution; provided that any director who is absent when such
resolution is made shall be given notice of said resolution.

         Section 3. Special Meetings. Special meetings of the board of directors
or any committee designated by the board may be held at any time and place,
within or without the State of Delaware, designated in a call by the chairman of
the board, if any, by the president or by a majority of the members of the board
of directors or any such committee, as the case may be.

         Section 4. Notice of Special Meetings. Except as otherwise provided by
these Bylaws or the laws of the State of Delaware, written notice of each
special meeting of the board of directors or thereof setting forth the time and
place of the any committee thereof setting forth the time and place of the
meeting shall be given to each director by the secretary or by the officer or
director calling the meeting not less than twenty-four hours prior to the time
fixed for the meeting or, in the case of notice by mail, not less than
forty-eight hours before the date of the meeting. Notice of special meetings may
be either given personally, personally by telephone, or by sending a copy of the
notice through the United States mail or by telegram, telex or telecopy, charges
prepaid, to the address of each director appearing on the books of the
Corporation. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage prepaid thereon.
If notice be given by telegram, telex or telecopy, such notice shall be deemed
to be delivered when the telegram, telex or telecopy, is delivered to the
telegraph, telex or telecopy operator. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.


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         Section 5. Waiver of Notice. A director may waive, in writing, notice
of any special meeting of the board of directors or any committee thereof,
either before, at, or after the meeting; and his waiver shall be deemed the
equivalent of giving notice. By attending or participating in a regular or
special meeting, a director waives any required notice of such meeting unless
the director, at the beginning of the meeting, objects to the holding of the
meeting or the transacting of business at the meeting.

         Section 6. Quorum and Action. At meetings of the board of directors or
any committee designated by the board, a majority of the total number of
directors, or a majority of the members of any such committee, as the case may
be, shall constitute a quorum for the transaction of business. In the event one
or more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified;
provided, however, that in no case shall less than one-third (1/3) of the number
so fixed constitute a quorum. If a quorum is present, the act of the majority of
directors in attendance shall be the act of the board of directors or any
committee thereof, as the case may be, unless the act of a greater number is
required by these Bylaws, the Certificate of Incorporation or Delaware
Corporation Law. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn that meeting from time to
time, without notice other than announcement at the Meeting, until a quorum
shall be present.

         Section 7. Presumption of Assent. A director who is present at a
meeting of the board of or a committee thereof when action is taken is deemed to
have assented to the action taken unless: (i) he objects at the beginning of
such meeting to the holding of the meeting or the transacting of business at the
meeting; (ii) he contemporaneously requests that his dissent from the action
taken be entered in the minutes of such meeting; or (iii) he gives written
notice of his dissent to the presiding officer of such meeting before its
adjournment or to the secretary of the Corporation immediately after adjournment
of such meeting. The right of dissent as to a specific action taken at a meeting
of a board or a committee thereof is not available to a director who votes in
favor of such action.

         Section 8. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

         Section 9. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a 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 pursuant to this Section 9 shall constitute
presence in person at such meeting.


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                                    ARTICLE V

                               Officers and Agents

         Section 1. Enumeration, Election and Term. The officers of the
Corporation shall consist of a president, a secretary, a treasurer and such
other officers with such other titles as may be deemed necessary or desirable by
the board of directors, including one or more vice presidents, assistant
treasurers and assistant secretaries and a chairman of the board (who must be a
director). Any number of offices may be held by the same person, unless
otherwise prohibited by law, and no officer need be a stockholder, director,
except in the case of the Chairman of the Board of Directors, or a resident of
the State of Delaware. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, each officer shall hold office until his
successor is elected and qualified or until his earlier death, resignation or
removal. The officers of the Corporation shall be elected annually by the board
of directors at the first meeting of the board held after each annual meeting of
the stockholders.

         Section 2. General Duties. All officers and agents of the Corporation,
as between themselves and the Corporation, shall have such authority and shall
perform such duties in the management of the Corporation as may be provided in
these Bylaws or as may be determined by resolution of the board of directors not
inconsistent with these Bylaws. In all cases where the duties of any officer,
agent or employee are not prescribed by the Bylaws or by the board of directors,
such officer, agent or employee shall follow the orders and instructions of the
president.

         Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

         Section 4. Vacancies. The board of directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave any
vacancy unfilled for such period as it may determine other than a vacancy in the
office of president or secretary. The officer so selected shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal.

         Section 5. Compensation. The board of directors from time to time shall
fix the compensation of the officers of the Corporation. The compensation of
other agents and employees of the Corporation may be fixed by the board of
directors, or by any committee designated by the board or by an officer to whom
that function has been delegated by the board.


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         Section 6. Resignation and Removal. Any officer may resign by
delivering his written resignation to the Corporation at its principal office
addressed to the president or secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event. Any officer or agent of the Corporation may
be removed, with or without cause, by a vote of the majority of the members of
the board of directors whenever in its judgment the best interests of the
Corporation may be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or an agent shall not of itself create contract
rights.

         Section 7. Chairman of the Board. The chairman of the board, if any,
shall preside as chairman at meetings of the stockholders and the board of
directors. He shall, in addition, have such other duties as the board may
prescribe that he perform. At the request of the chief executive officer, the
chairman of the board may, in the case of the chief executive officer"s absence
or inability to act, temporarily act in his place. In the case of death of the
chief executive officer or his inability to act, the chairman of the board shall
perform the duties of the chief executive officer, unless the board of
directors, by resolution, provides otherwise.

         Section 8. The Vice Chairman of the Board. The vice chairman of the
board, if any, shall be the Corporation"s executive officer next in authority to
the chairman of the board. The vice chairman of the board shall assist the
chairman of the board in the management of the business of the Corporation, and,
in the absence of or inability to act of the chairman of the board, shall
preside at all meetings of the stockholders and the board of directors and
exercise the other powers and perform the other duties of the chairman of the
board or designate the executive officers of the Corporation by whom such other
powers shall be exercised and other duties performed. The vice chairman of the
board shall have such other powers and duties as may from time to time be
assigned by the board of directors or by the chairman of the board. In the case
of death of the chief executive officer or his inability to act and the chairman
of the board is unable to act in place of the chief executive officer, the vice
chairman of the board, shall perform the duties duties of the chief executive
officer, unless the board of directors, by resolution, provides otherwise. In
addition to the foregoing, the vice chairman of the board shall have such other
powers, duties and authority as may be set forth elsewhere in these bylaws.

         Section 9. Chief Executive Officer. The chief executive officer shall
be the Corporation"s chief executive officer and have general supervision of the
business of the Corporation. At each annual meeting of the stockholders, the
chief executive officer shall give a report of the business of the Corporation
for the preceding fiscal year and shall perform whatever other duties the board
of directors may from time to time prescribe. In the case of the absence of or
inability to act of the chairman of the board and the vice chairman, the chief
executive officer shall preside at meetings of the stockholders and directors
and shall discharge the duties of the presiding officer.

         Section 10. President. In the case of the absence of or the inability
to act of the chairman, the vice chairman, and the chief executive officer, the
president shall preside at meetings of the stockholders and directors and shall
discharge the duties of the presiding officer. The president shall perform
whatever other duties the board of directors may from time to time prescribe.

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<PAGE>



         Section 11. Vice Presidents. Each vice president shall have such powers
and perform such duties as the board of directors may from time to time
prescribe or as the president may from time to time delegate to him. At the
request of the president, in the case of the president"s absence or inability to
act, any vice president may temporarily act in his place. In the case of the
death of the president, or in the case of his absence or inability to act
without having designated a vice president or vice presidents to act temporarily
in his place, the board of directors, by resolution, may designate a vice
president or vice presidents to perform the duties of the president. If no such
designation shall be made, all of the vice presidents may exercise such powers
and perform such duties.

         Section 12. Secretary. The secretary shall keep or cause to be kept in
books provided for that purpose, the minutes of the meetings of the
stockholders, executive committee, if any, and any other committees, and of the
board of directors; shall see that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law; shall be custodian of the
records and of the seal of the Corporation and see that the seal is affixed to
all documents, the execution of which on behalf of the Corporation under its
seal is duly authorized and in accordance with the provisions of these Bylaws;
and, in general, shall perform all duties incident to the office of secretary
and such other duties as may, from time to time, be assigned to him by the board
of directors or by the president. In the absence of the secretary or his
inability to act, the assistant secretaries, if any, shall act with the same
powers and shall be subject to the same restrictions as are applicable to the
secretary.

         Section 13. Treasurer. The treasurer shall have custody of corporate
funds and securities. He shall keep full and accurate accounts of receipts and
disbursements and shall deposit all corporate monies and other valuable effects
in the name and to the credit of the Corporation in the depository or
depositories of the Corporation, and shall render an account of his transactions
as treasurer and of the financial condition of the Corporation to the president
and/or the board of directors upon request. Such power given to the treasurer to
deposit and disburse funds shall not, however, preclude any other officer or
employee of the Corporation from also depositing and disbursing funds when
authorized to do so by the board of directors. The treasurer shall, if required
by the board of directors, give the Corporation a bond in such amount and with
such surety or sureties as may be ordered by the board of directors for the
faithful performance of the duties of his office. The treasurer shall have such
other powers and perform such other duties as may be from time to time
prescribed by the board of directors or the president. In the absence of the
treasurer or his inability to act, the assistant treasurers, if any, shall act
with the same authority and shall be subject to the same restrictions as are
applicable to the treasurer.

         Section 14. Delegation of Duties. Whenever an officer is absent, or
whenever, for any reason, the board of directors may deem it desirable, the
board may delegate the powers and duties of an officer to any other officer or
officers or to any director or directors.



                                       12
<PAGE>


                                   ARTICLE VI

                Indemnification of Officers, Directors and Others

         Section 1. Indemnification: Third Party Actions. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent, of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney"s fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interest of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

         Section 2. Indemnification: Derivative Actions. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys" fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Corporation and, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

         Section 3. Mandatory Indemnification. To the extent that a director or
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article VI or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys"
fees) actually and reasonably incurred by him or her in connection therewith.


                                       13
<PAGE>


         Section 4. Authorization for Indemnification. Any indemnification under
Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in Sections 1 and 2 of this Article VI. Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

         Section 5. Advance Payment of Expenses. Expenses incurred in defending
a civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article VI. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

         Section 6. Non-exclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
VI shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue, unless otherwise provided when
authorized or ratified, as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 7. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article VI.

         Section 8.        Definitions.  For  purposes  of this  Article  VI,
the following terms shall have the following meanings:

                  (a) references to "the Corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents so that any person who is
or was a director, officer, employee or agent of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued;


                                       14
<PAGE>
                  (b)      references to "other enterprises" shall include
employee benefit plans;

                  (c)      references to "fines"  shall include any excise taxes
assessed on a person with respect to an employee benefit plan;

                  (d) references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and

                  (e) a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the interests of the Corporation" as referred to in this Article VI.

                                   ARTICLE VII

                                  Capital Stock

         Section 1. Certificates of Stock. The shares of the Corporation shall
be represented by certificates, provided that the board of directors of the
Corporation may, by resolution, provide that some or all of any or all classes
or series of its stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the board of directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the chairman or vice chairman of the board of directors, or the president or
vice president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the Corporation representing the number of shares
registered in certificate form. Any or all the signatures on the certificate may
be a facsimile. In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

         Section 2. Issuance of Stock. Unless otherwise voted by the
stockholders and subject to the provisions of the Certificate of Incorporation,
the whole or any part of any unissued balance of the authorized capital stock of
the Corporation or the whole or any part of any unissued balance of the
authorized capital stock of the Corporation held in its treasury may be issued,
sold, transferred or otherwise disposed of by resolution of the board of
directors in such manner, for such consideration and on such terms as the board
of directors may determine. Consideration for such shares of capital stock shall
be expressed in dollars, and shall not be less than the par value or stated
value therefor, as the case may be. The par value for shares, if any, shall be
stated in the Certificate of Incorporation, and the stated value for shares, if
any, shall be fixed from time to time by the board of directors.

         Section 3. Lost Certificates. The board of directors may direct a new
certificate to be issued in place of any previously issued certificate alleged
to have been destroyed or lost if the owner makes an affidavit or affirmation of
that fact and produces such evidence of loss or destruction as the board may
require. The board, in its discretion, may as a condition precedent to the
issuance of a new certificate require the owner to give the Corporation a bond
as indemnity against any claim that may be made against the Corporation relating
to the allegedly destroyed or lost certificate.

         Section 4. Transfer of Shares. Subject to applicable law, shares of
stock of the Corporation may be transferred on its books upon the surrender to
the Corporation or its transfer agent of the certificates representing such
shares, if any, duly endorsed or accompanied by a written assignment or power of
attorney duly executed and with such proof of authority or authenticity of
signature as the Corporation or its transfer agent may reasonably require. In
that event, the surrendered certificates shall be cancelled, new certificates
issued to the persons entitled to them, if any, and the transaction recorded on
the books of the Corporation.

         Section 5. Registered Stockholders. 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 to hold
liable for calls and assessments a person 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 the other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Delaware.

                                       15
<PAGE>

         Section 6. Stock Ledger. An appropriate stock journal and ledger shall
be kept by the secretary or such registrars or transfer agents as the directors
by resolution may appoint in which all transactions in the shares of stock of
the Corporation shall be recorded.

         Section 7. Restriction on Transfer of Shares. Notice of any restriction
on the transfer of the stock of the Corporation shall be placed on each
certificate of stock issued or in the case of uncertificated shares contained in
the notice sent to the registered owner of such shares in accordance with the
provisions of the Delaware Corporation Law.


                                  ARTICLE VIII

                                  Disbursements

         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.



                                   ARTICLE IX

                                   Fiscal Year

         The fiscal year of the Corporation shall be determined by the board of
directors and set forth in the minutes of the directors. Said fiscal year may be
changed from time to time by the board of directors in its discretion.


                                    ARTICLE X

                                    Dividends

         Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation. 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 purpose as the directors shall
think in the best interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.


                                   ARTICLE XI

                                   Amendments

         Notwithstanding anything contained in these Bylaws to the contrary,
Sections 2, 3, 4 and 6 of Article III hereof shall not be altered, amended or
repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least 80% of the voting power of all of
the capital stock of the Corporation entitled to vote generally in the election
of directors, voting together as a single class. Notwithstanding anything
contained in these Bylaws to the contrary, the affirmative vote of the holders
of at least 80% of the voting power of all of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend, repeal or adopt
any provision inconsistent with this Article XI. Subject to the foregoing, the
board of directors may amend, supplement or repeal these Bylaws or adopt new
Bylaws, and all such changes shall affect and be binding upon the holders of all
shares heretofore as well as hereafter authorized, subscribed for or offered.


                                       16
<PAGE>

                                   Article XII

           Unless approved by the holders of a majority of the shares present
and entitled to vote at a duly convened meeting of stockholders, the Company
shall not grant any stock options with an exercise price that is less than 100%
of the fair market value of the underlying stock on the date of grant or reduce
the exercise price of any stock option granted under any existing or future
stock option plan. This bylaw may not be amended or repealed without the
affirmative vote of the holders of a majority of the shares present and entitled
to vote at a duly convened meeting of stockholders.

                                  ARTICLE XIII

                                  Miscellaneous

         Section 1. Gender. Whenever required by the context, the singular shall
include the plural, the plural the singular, and one gender shall include all
genders.

         Section 2. Invalid Provision. The invalidity or unenforceability of any
particular provision of these Bylaws shall not affect the other provisions
herein, and these Bylaws shall be construed in all respects as if such invalid
or unenforceable provision was omitted.

         Section 3. Governing Law. These Bylaws shall be governed by and
construed in accordance with the laws of the State of Delaware.


         I, Patricia A. Pilia, as Secretary of NaPro BioTherapeutics, Inc.
hereby certify that the foregoing Amended and Restated Bylaws were adopted by
the Board of Directors of the Corporation effective as of December 11, 2000.



                                         /s/ Patricia A. Pilia
                                         ---------------------
                                         Patricia A. Pilia, Secretary