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EXHIBIT 3.2
 AMENDED AND RESTATED BYLAWS OF
 OMNITURE, INC.




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TABLE OF CONTENTS
 PageARTICLE I  CORPORATE OFFICES
    
    
    11.1
    
    REGISTERED OFFICE
    
    
    11.2
    
    OTHER OFFICES
    
    
    1ARTICLE II  MEETINGS OF STOCKHOLDERS
    
    
    12.1
    
    PLACE OF MEETINGS
    
    
    12.2
    
    ANNUAL MEETING
    
    
    12.3
    
    SPECIAL MEETING
    
    
    12.4
    
    ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS MEETINGS
    
    
    22.5
    
    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
    
    
    32.6
    
    QUORUM
    
    
    32.7
    
    ADJOURNED MEETING; NOTICE
    
    
    42.8
    
    CONDUCT OF BUSINESS
    
    
    42.9
    
    VOTING
    
    
    42.10
    
    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    42.11
    
    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
    
    
    42.12
    
    PROXIES
    
    
    52.13
    
    LIST OF STOCKHOLDERS ENTITLED TO VOTE
    
    
    52.14
    
    INSPECTORS OF ELECTION
    
    
    5ARTICLE III  DIRECTORS
    
    
    63.1
    
    POWERS
    
    
    63.2
    
    NUMBER OF DIRECTORS
    
    
    63.3
    
    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
    
    
    73.4
    
    RESIGNATION AND VACANCIES
    
    
    73.5
    
    PLACE OF MEETINGS; MEETINGS BY TELEPHONE
    
    
    73.6
    
    REGULAR MEETINGS
    
    
    83.7
    
    SPECIAL MEETINGS; NOTICE
    
    
    83.8
    
    QUORUM
    
    
    83.9
    
    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    93.10
    
    FEES AND COMPENSATION OF DIRECTORS
    
    
    93.11
    
    REMOVAL OF DIRECTORS
    
    
    9ARTICLE IV  COMMITTEES
    
    
    94.1
    
    COMMITTEES OF DIRECTORS
    
    
    94.2
    
    COMMITTEE MINUTES
    
    
    104.3
    
    MEETINGS AND ACTION OF COMMITTEES
    
    
    10ARTICLE V  OFFICERS
    
    
    105.1
    
    OFFICERS
    
    
    105.2
    
    APPOINTMENT OF OFFICERS
    
    
    11
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TABLE OF CONTENTS(continued)
 Page5.3
    
    SUBORDINATE OFFICERS
    
    
    115.4
    
    REMOVAL AND RESIGNATION OF OFFICERS
    
    
    115.5
    
    VACANCIES IN OFFICES
    
    
    115.6
    
    REPRESENTATION OF SHARES OF OTHER CORPORATIONS
    
    
    115.7
    
    AUTHORITY AND DUTIES OF OFFICERS
    
    
    11ARTICLE VI  RECORDS AND REPORTS
    
    
    126.1
    
    MAINTENANCE AND INSPECTION OF RECORDS
    
    
    126.2
    
    INSPECTION BY DIRECTORS
    
    
    12ARTICLE VII  GENERAL MATTERS
    
    
    127.1
    
    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
    
    
    127.2
    
    STOCK CERTIFICATES; PARTLY PAID SHARES
    
    
    127.3
    
    SPECIAL DESIGNATION ON CERTIFICATES
    
    
    137.4
    
    LOST CERTIFICATES
    
    
    137.5
    
    CONSTRUCTION; DEFINITIONS
    
    
    137.6
    
    DIVIDENDS
    
    
    147.7
    
    FISCAL YEAR
    
    
    147.8
    
    SEAL
    
    
    147.9
    
    TRANSFER OF STOCK
    
    
    147.10
    
    STOCK TRANSFER AGREEMENTS
    
    
    147.11
    
    REGISTERED STOCKHOLDERS
    
    
    147.12
    
    WAIVER OF NOTICE
    
    
    15ARTICLE VIII  NOTICE BY ELECTRONIC TRANSMISSION
    
    
    158.1
    
    NOTICE BY ELECTRONIC TRANSMISSION
    
    
    158.2
    
    DEFINITION OF ELECTRONIC TRANSMISSION
    
    
    168.3
    
    INAPPLICABILITY
    
    
    16ARTICLE IX  INDEMNIFICATION
    
    
    169.1
    
    INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
    
    169.2
    
    INDEMNIFICATION OF OTHERS
    
    
    169.3
    
    PREPAYMENT OF EXPENSES
    
    
    179.4
    
    DETERMINATION; CLAIM
    
    
    179.5
    
    NON-EXCLUSIVITY OF RIGHTS
    
    
    179.6
    
    INSURANCE
    
    
    179.7
    
    OTHER INDEMNIFICATION
    
    
    179.8
    
    AMENDMENT OR REPEAL
    
    
    17ARTICLE X  AMENDMENTS
    
    
    18
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BYLAWS OF OMNITURE, INC.
 ARTICLE I  CORPORATE OFFICES
    Board
 ARTICLE II  MEETINGS OF STOCKHOLDERS
  DGCL
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provided however 1934 Act
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provided, however
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ARTICLE III  DIRECTORS
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ARTICLE IV  COMMITTEES
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However
    ARTICLE V  OFFICERS
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ARTICLE VI  RECORDS AND REPORTS
      ARTICLE VII  GENERAL MATTERS
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provided, however
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ARTICLE VIII  NOTICE BY ELECTRONIC TRANSMISSION
       (i)
    
    if by facsimile telecommunication, when directed to a number at
which the stockholder has consented to receive notice;(ii)
    
    if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice;
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(iii)
    
    if by a posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and(iv)
    
    if by any other form of electronic transmission, when directed to
the stockholder.
      ARTICLE IX  INDEMNIFICATION
  Proceeding
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provided, however
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ARTICLE X  AMENDMENTS
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OMNITURE, INC.
 CERTIFICATE OF AMENDMENT OF BYLAWS
  rd
 /s/ Shawn J. LindquistShawn J. LindquistSecretary