<PAGE>

                                                                    Exhibit 3.01


                                 RESTATED BYLAWS

                                       OF

                          NETSCREEN TECHNOLOGIES, INC.



                           Effective December 17, 2001


<PAGE>


                                 RESTATED BYLAWS

                                       OF

                          NETSCREEN TECHNOLOGIES, INC.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                             <C>
Article I - STOCKHOLDERS

         Section 1.1:  Annual Meetings ......................................................      1

         Section 1.2:  Special Meetings .....................................................      1

         Section 1.3:  Notice of Meetings ...................................................      1

         Section 1.4:  Adjournments .........................................................      1

         Section 1.5:  Quorum ...............................................................      2

         Section 1.6:  Organization .........................................................      2

         Section 1.7:  Voting; Proxies ......................................................      2

         Section 1.8:  Fixing Date for Determination of Stockholders of Record ..............      3

         Section 1.9:  List of Stockholders Entitled to Vote ................................      3

         Section 1.10: Inspectors of Elections ..............................................      3

         Section 1.11: Notice of Stockholder Business; Nominations ..........................      4

Article II - BOARD OF DIRECTORS

         Section 2.1:  Number; Qualifications ...............................................      6

         Section 2.2:  Election; Resignation; Removal; Vacancies ............................      6

         Section 2.3:  Regular Meetings .....................................................      7

         Section 2.4:  Special Meetings .....................................................      7

         Section 2.5:  Remote Meetings Permitted ............................................      8

         Section 2.6:  Quorum; Vote Required for Action .....................................      8
</TABLE>


                                       i

<PAGE>

                                 RESTATED BYLAWS

                                       OF

                          NETSCREEN TECHNOLOGIES, INC.

                          TABLE OF CONTENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   ----
<S>                                                                                                <C>
         Section 2.7:   Organization ........................................................        8

         Section 2.8:   Written Action by Directors .........................................        8

         Section 2.9:   Powers ..............................................................        8

         Section 2.10:  Compensation of Directors ...........................................        8

Article III - COMMITTEES

         Section 3.1:   Committees ..........................................................        8

         Section 3.2:   Committee Rules .....................................................        9

Article IV - OFFICERS

         Section 4.1:   Generally ...........................................................        9

         Section 4.2:   Chief Executive Officer .............................................        9

         Section 4.3:   Chairperson of the Board ............................................       10

         Section 4.4:   President ...........................................................       10

         Section 4.5:   Vice President ......................................................       10

         Section 4.6:   Chief Financial Officer .............................................       10

         Section 4.7:   Treasurer ...........................................................       10

         Section 4.8:   Secretary ...........................................................       10

         Section 4.9:   Delegation of Authority .............................................       11

         Section 4.10:  Removal .............................................................       11
</TABLE>

                                       ii

<PAGE>

                                 RESTATED BYLAWS

                                       OF

                          NETSCREEN TECHNOLOGIES, INC.

                          TABLE OF CONTENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                               <C>
Article V - STOCK

         Section 5.l:  Certificates .........................................................      11

         Section 5.2:  Lost, Stolen or Destroyed Stock Certificates; Issuance of New
                       Certificates .........................................................      11

         Section 5.3:  Other Regulations ....................................................      11

Article VI - INDEMNIFICATION

         Section 6.1:  Indemnification of Officers and Directors ............................      11

         Section 6.2:  Advance of Expenses ..................................................      12

         Section 6.3:  Non-Exclusivity of Rights ............................................      12

         Section 6.4:  Indemnification Contracts ............................................      12

         Section 6.5:  Effect of Amendment ..................................................      12

Article VII - NOTICES

         Section 7.l:  Notice ...............................................................      13

         Section 7.2:  Waiver of Notice .....................................................      13

Article VIII - INTERESTED DIRECTORS

         Section 8.1:  Interested Directors; Quorum .........................................      14

Article IX - MISCELLANEOUS

         Section 9.1:  Fiscal Year ..........................................................      14

         Section 9.2:  Seal .................................................................      14

         Section 9.3:  Form of Records ......................................................      14
</TABLE>

                                      iii

<PAGE>

                                 RESTATED BYLAWS

                                       OF

                          NETSCREEN TECHNOLOGIES, INC.

                          TABLE OF CONTENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                               <C>
         Section 9.4:  Reliance Upon Books and Records ......................................      14

         Section 9.5:  Certificate of Incorporation Governs .................................      15

         Section 9.6:  Severability .........................................................      15

Article X - AMENDMENT

         Section 10.1:  Amendments ..........................................................      15
</TABLE>

                                       iv

<PAGE>

                                 RESTATED BYLAWS

                                       OF

                          NETSCREEN TECHNOLOGIES, INC.

                          (Effective December 17, 2001)



                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.1: Annual Meetings. An annual meeting of stockholders shall be
     -----------  ---------------
held for the election of directors at such date and time as the Board of
Directors shall each year fix. The meeting may be held either at a place within
or without the State of Delaware, or by means of remote communication as the
Board of Directors in its sole discretion may determine. Any other proper
business may be transacted at the annual meeting.

     Section 1.2: Special Meetings. Special meetings of stockholders for any
     -----------  ----------------
purpose or purposes may be called at any time by the Board of Directors, and
shall be called upon the request of the Chairperson of the Board of Directors,
the Chief Executive Officer, or if there is no Chief Executive Officer, the
President, or by a majority of the members of the Board of Directors. Special
meetings may not be called by any other person or persons. If a special meeting
of stockholders is called at the request of any person or persons other than by
                                                                  ----------
a majority of the members of the Board of Directors, then such person or persons
shall request such meeting by delivering a written request to call such meeting
to each member of the Board of Directors, and the Board of Directors shall then
determine the time and date of such special meeting, which shall be held not
more than one hundred twenty (120) nor less than thirty-five (35) days after the
written request to call such special meeting was delivered to each member of the
Board of Directors. The special meeting may be held either at a place, within or
without the State of Delaware, or by means of remote communication as the Board
if Directors in its sole discretion may determine.

     Section 1.3: Notice of Meetings. Notice of all meetings of stockholders
     -----------  ------------------
shall be given in writing or by electronic transmission in the manner provided
by law (including, without limitation, as set forth in Section 7.1(b) of these
Bylaws) stating the date, time and place, if any, of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise required by applicable law or the Certificate of
Incorporation of the Corporation, such notice shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder of record entitled to vote at such meeting.

     Section 1.4: Adjournments. The chairperson of any meeting of stockholders
     -----------  ------------
shall have the power to adjourn the meeting to another time, date and place (if
any). Any meeting of stockholders may adjourn from time to time, and notice need
not be given of any such adjourned meeting if the time, date and place (if any)
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than thirty (30) days, or
--------  -------
if after the adjournment a new record date is fixed for the adjourned meeting,
then a

                                       1

<PAGE>

notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At the adjourned meeting the Corporation may
transact any business that might have been transacted at the original meeting.

     Section 1.5: Quorum. At each meeting of stockholders the holders of a
     -----------  ------
majority of the shares of stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business, except if otherwise required by applicable law. If a quorum shall fail
to attend any meeting, the chairperson of the meeting or the holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
at the meeting may adjourn the meeting. Shares of the Corporation's stock
belonging to the Corporation (or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
are held, directly or indirectly, by the Corporation), shall neither be entitled
to vote nor be counted for quorum purposes; provided, however, that the
                                            --------  -------
foregoing shall not limit the right of the Corporation or any other corporation
to vote any shares of the capital stock of the Corporation held by it in a
fiduciary capacity and to count such shares for purposes of determining a
quorum.

     Section 1.6: Organization. Meetings of stockholders shall be presided over
     -----------  ------------
by such person as the Board of Directors may designate, or, in the absence of
such a person, the Chairperson of the Board of Directors, or, in the absence of
such person, the President of the Corporation, or, in the absence of such
person, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or represented by proxy, at the
meeting. Such person shall be chairperson of the meeting and, subject to Section
1.11 hereof, shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seems to him or her to be in order. The Secretary of the
Corporation shall act as secretary of the meeting, but in such person's absence
the chairperson of the meeting may appoint any person to act as secretary of the
meeting.

     Section 1.7: Voting; Proxies. Unless otherwise provided by law or the
     -----------  ---------------
Certificate of Incorporation, and subject to the provisions of Section 1.8 of
these Bylaws, each stockholder shall be entitled to one (1) vote for each share
of stock held by such stockholder. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for such
stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in
any manner permitted by applicable law. Voting at meetings of stockholders need
not be by written ballot unless such is demanded at the meeting before voting
begins by a stockholder or stockholders holding shares, either directly or
represented by proxy, representing at least one percent (1%) of the votes
entitled to vote at such meeting; provided, however, that an election of
                                  --------  -------
directors shall be by written ballot if demand is so made by any stockholder at
the meeting before voting begins. If a vote is to be taken by written ballot,
then each such ballot shall state the name of the stockholder or proxy voting
and such other information as the chairperson of the meeting deems appropriate
and, if authorized by the Board of Directors, the ballot may be submitted by
electronic transmission in the manner provided by law. The directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Unless otherwise provided by applicable law, the Certificate of
Incorporation or these Bylaws, every matter other than the election of directors
shall be decided by the affirmative vote of the holders of a majority of the
shares of stock entitled to vote thereon that are present in person or
represented by proxy at the meeting and are voted for

                                       2

<PAGE>

or against the matter. No action shall be taken by the stockholders by written
consent in lieu of a meeting.

     Section 1.8: Fixing Date for Determination of Stockholders of Record. In
     -----------  -------------------------------------------------------
order that the Corporation may determine 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 may fix, in advance, a record date, which shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed by the Board of Directors,
then the record date shall be as provided by applicable law. A determination of
stockholders of record entitled to notice of or to 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.

     Section 1.9: List of Stockholders Entitled to Vote. A complete list of
     -----------  -------------------------------------
stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder, 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 (10) days prior to the
meeting, either on a reasonably accessible electronic network as permitted by
law (provided that the information required to gain access to the list is
provided with the notice of the meeting) or during ordinary business hours at
the principal place of business of the Corporation. If the meeting is held at a
place, 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
who is present at the meeting. If the meeting is held solely by means of remote
communication, then the list shall be open to the examination of any stockholder
during the whole time of the meeting on a reasonably accessible electronic
network, and the information required to access the list shall be provided with
the notice of the meeting.

     Section 1.10: Inspectors of Elections.
     ------------  -----------------------

     (a) Applicability. Unless otherwise provided in the Certificate of
         -------------
Incorporation or required by the Delaware General Corporation Law, the following
provisions of this Section 1.10 shall apply only if and when the Corporation has
a class of voting stock that is: (i) listed on a national securities exchange;
(ii) authorized for quotation on an automated interdealer quotation system of a
registered national securities association; or (iii) held of record by more than
two thousand stockholders. In all other cases, observance of the provisions of
this Section 1.10 shall be optional and at the discretion of the Corporation.

     (b) Appointment. The Corporation shall, in advance of any meeting of
         -----------
stockholders, appoint one or more inspectors of election to act at the meeting
and make a written report thereof. The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting.

                                       3

<PAGE>

     (c) Inspector's Oath. Each inspector of election, before entering upon the
         ----------------
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
inspector's ability.

     (d) Duties of Inspectors. At a meeting of stockholders, the inspectors of
         --------------------
election shall (i) ascertain the number of shares outstanding and the voting
power of each share, (ii) determine the shares represented at a meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period of time a record of the disposition
of any challenges made to any determination by the inspectors, and (v) certify
their determination of the number of shares represented at the meeting, and
their count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors.

     (e) Opening and Closing of Polls. The date and time of the opening and the
         ----------------------------
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced by the chairperson of the meeting. No ballot, proxies
or votes, nor any revocations thereof or changes thereto, shall be accepted by
the inspectors after the closing of the polls unless the Court of Chancery upon
application by a stockholder shall determine otherwise.

     (f) Determinations. In determining the validity and counting of proxies and
         --------------
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in connection
with proxies in accordance with Section 212(c)(2) of the Delaware General
Corporation Law, ballots and the regular books and records of the Corporation,
except that the inspectors may consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record. If the inspectors consider other
reliable information for the limited purpose permitted herein, the inspectors at
the time they make their certification of their determinations pursuant to this
Section 1.10 shall specify the precise information considered by them, including
the person or persons from whom they obtained the information, when the
information was obtained, the means by which the information was obtained and
the basis for the inspectors' belief that such information is accurate and
reliable.

     Section 1.11:  Notice of Stockholder Business; Nominations.
     -------------  -------------------------------------------

     (a) Annual Meeting of Stockholders.
         ------------------------------

         (i)  Nominations of persons for election to the Board of Directors
and the proposal of business to be considered by the stockholders shall be made
at an annual meeting of stockholders (A) pursuant to the notice of such meeting,
(B) by or at the direction of the Board of Directors or (C) by any stockholder
of the Corporation who was a stockholder of record at the time of giving of the
notice provided for in this Section 1.11, who is entitled to vote at such
meeting and who complies with the notice procedures set forth in this Section
1.11.

         (ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (C) of subparagraph
(a)(i) of this Section 1.11, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation

                                       4

<PAGE>

and such other business must otherwise be a proper matter for stockholder
action. To be timely, a stockholder's notice must be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the seventy-fifth (75th) day nor earlier than the close of
business on the one hundred and fifth (105th) day prior to the first anniversary
of the preceding year's annual meeting, except in the case of the first annual
meeting after the adoption of these Bylaws, for which such notice shall be
timely if delivered in the same time period as if such meeting were a special
meeting governed by subparagraph (b) of this Section 1.11; provided, however,
                                                           --------  -------
that in the event that the date of the annual meeting is more than thirty (30)
days before or more than sixty (60) days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the one hundred and fifth (105th) day prior to such annual meeting
and not later than the close of business on the later of the seventy-fifth
(75th) day prior to such annual meeting or the close of business on the tenth
(10th) day following the day on which public announcement of the date of such
meeting is first made by the Corporation. Such stockholder's notice shall set
forth: (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (1) the name and address of such stockholder,
as they appear on the books of the Corporation, and of such beneficial owner,
and (2) the class and number of shares of the Corporation that are owned
beneficially and held of record by such stockholder and such beneficial owner.

         (iii) Notwithstanding anything in the second sentence of subparagraph
(a)(ii) of this Section 1.11 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least seventy-five (75) days prior to the first anniversary of the
preceding year's annual meeting (or, if the annual meeting is held more than
thirty (30) days before or sixty (60) days after such anniversary date, at least
seventy-five (75) days prior to such annual meeting), a stockholder's notice
required by this Section 1.11 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary of the Corporation at the principal executive
office of the Corporation not later than the close of business on the tenth
(10th) day following the day on which such public announcement is first made by
the Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
         --------------------------------
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of such meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of such meeting (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at

                                       5

<PAGE>

the time of giving of notice of the special meeting, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Section 1.11. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons, as the case
may be, for election to such positions as specified in the Corporation's notice
of meeting, if the stockholder's notice required by subparagraph (a)(ii) of this
Section 1.11 shall be delivered to the Secretary of the Corporation at the
principal executive offices of the Corporation not earlier than the one hundred
fifth (105th) day prior to such special meeting and not later than the close of
business on the later of the seventy-fifth (75th) day prior to such special
meeting or the tenth (10th) day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

     (c) General.
         -------

         (i)   Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.11 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.11. Except as otherwise provided by law or these
Bylaws, the chairperson of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 1.11 and, if any proposed nomination or
business is not in compliance herewith, to declare that such defective proposal
or nomination shall be disregarded.

         (ii)  For purposes of this Section 1.11, the term "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

         (iii) Notwithstanding the foregoing provisions of this Section
1.11, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in this Section 1.11 shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1: Number; Qualifications. The authorized number of members of
     -----------  ----------------------
the Board of Directors upon the effectiveness of these Restated Bylaws shall be
eight (8) and, thereafter, shall be fixed from time to time by resolution of the
Board of Directors. In no event shall the number of directors be less than
three. No decrease in the authorized number of directors constituting the Board
of Directors shall shorten the term of any incumbent director. The directors
need not be stockholders of the Corporation.

     Section 2.2: Election; Resignation; Removal; Vacancies. Upon the
     -----------  --------------------------------------------
effectiveness of these Restated Bylaws, the Board of Directors shall consist of
each of the persons who was a

                                       6

<PAGE>

member of the Board of Directors immediately prior to the closing of the Initial
Public Offering. Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, following the
closing of the initial public offering of the Corporation pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
covering the offer and sale of Common Stock to the public (the "Initial Public
Offering"), the directors shall be divided, with respect to the time for which
they severally hold office, into three classes designated as Class I, Class II
and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of Directors,
with the number of directors in each class to be divided as equally as
reasonably possible. No one class shall have more than one director more than
any other class. The term of office of the Class I directors shall expire at the
Corporation's first annual meeting of stockholders following the closing of the
Initial Public Offering, the term of office of the Class II directors shall
expire at the Corporation's second annual meeting of stockholders following the
closing of the Initial Public Offering, and the term of office of the Class III
directors shall expire at the Corporation's third annual meeting of stockholders
following the closing of the Initial Public Offering. At each annual meeting of
stockholders commencing with the first annual meeting of stockholders following
the closing of the Initial Public Offering, directors elected to succeed those
directors of the class whose terms then expire shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders after
their election. In the event the Corporation is prohibited from dividing its
Board of Directors in the manner described above through the operation of
Section 2115 of the California General Corporation Law following the record date
of the first annual meeting of stockholders following the closing of the Initial
Public Offering, each director shall hold office until the next annual meeting
of stockholders and until such director's successor is elected and qualified, or
until such director's earlier death, resignation or removal. Any director may
resign at any time upon notice to the Corporation given in writing or by
electronic transmission. Subject to the rights of the holders of any series of
Preferred Stock, the directors of the corporation may be removed by the
affirmative vote of the holders of at least sixty-six and two-thirds percent (66
2/3%) of the shares then entitled to vote at an election of directors cast at a
meeting of the stockholders called for that purpose. Subject to the rights of
the holders of any series of Preferred Stock then outstanding, any vacancy
occurring in the Board of Directors for any cause, and any newly created
directorship resulting from any increase in the authorized number of directors,
shall, unless (i) the Board of Directors determines by resolution that any such
vacancies or newly created directorships shall be filled by the stockholders, or
(ii) as otherwise provided by law, be filled only by the affirmative vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, and not by the stockholders.

     Section 2.3: Regular Meetings. The regular meetings of the Board of
     -----------  ----------------
Directors may be held at such places, within or without the State of Delaware,
and at such times as the Board of Directors may from time to time determine. The
notice of regular meetings need not be given if the date, times and places
thereof are fixed by resolution of the Board of Directors.

     Section 2.4: Special Meetings. Special meetings of the Board of Directors
     -----------  ----------------
may be called by the Chairperson of the Board of Directors, the President or a
majority of the members of the Board of Directors then in office and may be held
at any time, date or place, within or without the State of Delaware, as the
person or persons calling the meeting shall fix. Notice of the time, date and
place of such meeting shall be given, orally, in writing or by electronic
transmission (including electronic mail), by the person or persons calling the
meeting to all

                                       7

<PAGE>

directors at least four (4) days before the meeting if the notice is mailed, or
at least twenty-four (24) hours before the meeting if such notice is given by
telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail
or other means of electronic transmission. Unless otherwise indicated in the
notice, any and all business may be transacted at a special meeting.

     Section 2.5: Remote Meetings Permitted. Members of the Board of Directors,
     -----------  -------------------------
or any committee of the Board of Directors, may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to
conference telephone or other communications equipment shall constitute presence
in person at such meeting.

     Section 2.6: Quorum; Vote Required for Action. At all meetings of the Board
     -----------  --------------------------------
of Directors, a majority of the total number of authorized directors shall
constitute a quorum for the transaction of business. Except as otherwise
provided herein or in the Certificate of Incorporation, or required by
applicable law, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

     Section 2.7: Organization. The meetings of the Board of Directors shall be
     -----------  ------------
presided over by the Chairperson of the Board of Directors, or in such person's
absence by the President, or in such person's absence by a chairperson chosen at
the meeting. The Secretary shall act as secretary of the meeting, but in such
person's absence the chairperson of the meeting may appoint any person to act as
secretary of the meeting.

     Section 2.8: Written Action by Directors. 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 members of the Board of Directors
or such committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or committee, respectively. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     Section 2.9: Powers. The Board of Directors may, except as otherwise
     -----------  ------
required by law or the Certificate of Incorporation, exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation.

     Section 2.10: Compensation of Directors. Directors, as such, may receive,
     ------------  -------------------------
pursuant to a resolution of the Board of Directors, fees and other compensation
for their services as directors, including without limitation their services as
members of committees of the Board of Directors.

                                   ARTICLE III

                                   COMMITTEES

     Section 3.1: Committees. The Board of Directors may designate one or more
     -----------  ----------
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors 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 the committee, the member or members thereof

                                       8

<PAGE>

present at any meeting of such committee who are not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
provided in a resolution of the Board of Directors, 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 papers that may require it; but no such
committee, however, shall have the power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any bylaw of the Corporation.

     Section 3.2: Committee Rules. Unless the Board of Directors otherwise
     -----------  ---------------
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1: Generally. The officers of the Corporation shall consist of a
     -----------  ---------
Chief Executive Officer and/or a President, one or more Vice Presidents, a
Secretary, a Treasurer and such other officers, including a Chairperson of the
Board of Directors and/or Chief Financial Officer, as may from time to time be
appointed by the Board of Directors. All officers shall be elected by the Board
of Directors; provided, however, that the Board of Directors may empower the
              --------  -------
Chief Executive Officer of the Corporation to appoint officers other than the
Chairperson of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer or the Treasurer. Each officer shall hold office until such
person's successor is elected and qualified or until such person's earlier
resignation or removal. Any number of offices may be held by the same person.
Any officer may resign at any time upon written notice to the Corporation. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled by the Board of Directors.

     Section 4.2: Chief Executive Officer. Subject to the control of the Board
     -----------  -----------------------
of Directors and such supervisory powers, if any, as may be given by the Board
of Directors, the powers and duties of the Chief Executive Officer of the
Corporation are: (a) to act as the general manager and, subject to the control
of the Board of Directors, to have general supervision, direction and control of
the business and affairs of the Corporation; (b) to preside at all meetings of
the stockholders; (c) to call meetings of the stockholders to be held at such
times and, subject to the limitations prescribed by law or by these Bylaws, at
such places as he or she shall deem proper; and (d) to affix the signature of
the Corporation to all deeds, conveyances, mortgages, guarantees, leases,
obligations, bonds, certificates and other papers and instruments in writing
which have been authorized by the Board of Directors or which, in the judgment
of the Chief Executive Officer, should be executed on behalf of the Corporation;
to sign certificates for shares of stock of the Corporation; and, subject to the
direction of the Board of Directors, to have general charge of the property of
the Corporation and to supervise and control all officers, agents and employees

                                       9

<PAGE>

of the Corporation. The President shall be the Chief Executive Officer of the
Corporation unless the Board of Directors shall designate another officer to be
the Chief Executive Officer. If there is no President, and the Board of
Directors has not designated any other officer to be the Chief Executive
Officer, then the Chairperson of the Board of Directors shall be the Chief
Executive Officer.

     Section 4.3: Chairperson of the Board. The Chairperson of the Board of
     -----------  ------------------------
Directors shall have the power to preside at all meetings of the Board of
Directors and shall have such other powers and duties as provided in these
Bylaws and as the Board of Directors may from time to time prescribe.

     Section 4.4: President. The President shall be the Chief Executive Officer
     -----------  ---------
of the Corporation unless the Board of Directors shall have designated another
officer as the Chief Executive Officer of the Corporation. Subject to the
provisions of these Bylaws and to the direction of the Board of Directors, and
subject to the supervisory powers of the Chief Executive Officer, if the Chief
Executive Officer is an officer other than the President, and subject to such
supervisory powers and authority as may be given by the Board of Directors to
the Chairperson of the Board of Directors, and/or to any other officer, the
President shall have the responsibility for the general management and control
of the business and affairs of the Corporation and the general supervision and
direction of all of the officers, employees and agents of the Corporation (other
than the Chief Executive Officer, if the Chief Executive Officer is an officer
other than the President) and shall perform all duties and have all powers that
are commonly incident to the office of President or that are delegated to the
President by the Board of Directors.

     Section 4.5: Vice President. Each Vice President shall have all such powers
     -----------  --------------
and duties as are commonly incident to the office of Vice President, or that are
delegated to him or her by the Board of Directors or the Chief Executive
Officer. A Vice President may be designated by the Board of Directors to perform
the duties and exercise the powers of the Chief Executive Officer in the event
of the absence or disability of the Chief Executive Officer.

     Section 4.6: Chief Financial Officer. The Chief Financial Officer shall be
     -----------  -----------------------
the Treasurer of the Corporation unless the Board of Directors shall have
designated another officer as the Treasurer of the Corporation. Subject to the
direction of the Board of Directors and the Chief Executive Officer, the Chief
Financial Officer shall perform all duties and have all powers that are commonly
incident to the office of Chief Financial Officer.

     Section 4.7: Treasurer. The Treasurer shall have custody of all monies and
     -----------  ---------
securities of the Corporation. The Treasurer shall be the Chief Financial
Officer of the Corporation unless the Board of Directors shall have designated
another officer as Chief Financial Officer of the Corporation. The Treasurer
shall make such disbursements of the funds of the Corporation as are authorized
and shall render from time to time an account of all such transactions. The
Treasurer shall also perform such other duties and have such other powers as are
commonly incident to the office of Treasurer, or as the Board of Directors or
the Chief Executive Officer may from time to time prescribe.

     Section 4.8: Secretary. The Secretary shall issue or cause to be issued all
     -----------  ---------
authorized notices for, and shall keep, or cause to be kept, minutes of all
meetings of the stockholders and the Board of Directors. The Secretary shall
have charge of the corporate minute books and

                                       10

<PAGE>

similar records and shall perform such other duties and have such other powers
as are commonly incident to the office of Secretary, or as the Board of
Directors or the Chief Executive Officer may from time to time prescribe.

     Section 4.9: Delegation of Authority. The Board of Directors may from time
     -----------  -----------------------
to time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.

     Section 4.10: Removal. Any officer of the Corporation shall serve at the
     ------------  -------
pleasure of the Board of Directors and may be removed at any time, with or
without cause, by the Board of Directors. Such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation.

                                    ARTICLE V

                                      STOCK

     Section 5.1: Certificates. Every holder of stock shall be entitled to have
     -----------  ------------
a certificate signed by or in the name of the Corporation by the Chairperson or
Vice-Chairperson of the Board of Directors, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the Corporation, certifying the number of shares
owned by such stockholder in the Corporation. Any or all of the signatures on
the certificate may be a facsimile.

     Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of New
     -----------  -------------------------------------------------------------
Certificates. The Corporation may issue a new certificate of stock in the place
------------
of any certificate previously issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to agree to
indemnify the Corporation and/or to give the Corporation a bond sufficient to
indemnify it, against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

     Section 5.3: Other Regulations. The issue, transfer, conversion and
     -----------  -----------------
registration of stock certificates shall be governed by such other regulations
as the Board of Directors may establish.

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 6.1 Indemnification of Officers and Directors. Each person who was
     ----------- -----------------------------------------
or is made a party to, or is threatened to be made a party to, or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that such person (or a
person of whom such person is the legal representative), is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by the Delaware General Corporation
Law, against all expenses, liability and loss (including attorneys' fees,
judgments,

                                       11

<PAGE>

fines, ERISA excise taxes and penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith, provided such person acted in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. Such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of such person's heirs, executors and
administrators. Notwithstanding the foregoing, the Corporation shall indemnify
any such person seeking indemnity in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

     Section 6.2: Advance of Expenses. The Corporation shall pay all expenses
     -----------  -------------------
(including attorneys' fees) incurred by such a director or officer in defending
any such Proceeding as they are incurred in advance of its final disposition;
provided, however, that if the Delaware General Corporation Law then so
--------  -------
requires, the payment of such expenses incurred by such a director or officer in
advance of the final disposition of such Proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it should be determined
ultimately that such director or officer is not entitled to be indemnified under
this Article VI or otherwise; and provided, further, that the Corporation shall
                                  --------  -------
not be required to advance any expenses to a person against whom the Corporation
directly brings a claim, in a Proceeding, alleging that such person has breached
such person's duty of loyalty to the Corporation, committed an act or omission
not in good faith or that involves intentional misconduct or a knowing violation
of law, or derived an improper personal benefit from a transaction.

     Section 6.3: Non-Exclusivity of Rights. The rights conferred on any person
     -----------  -------------------------
in this Article VI shall not be exclusive of any other right that such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote or consent of stockholders or
disinterested directors, or otherwise. Additionally, nothing in this Article VI
shall limit the ability of the Corporation, in its discretion, to indemnify or
advance expenses to persons whom the Corporation is not obligated to indemnify
or advance expenses pursuant to this Article VI.

     Section 6.4: Indemnification Contracts. The Board of Directors is
     -----------  -------------------------
authorized to cause the Corporation to enter into indemnification contracts with
any director, officer, employee or agent of the Corporation, or any person
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, providing indemnification rights
to such person. Such rights may be greater than those provided in this Article
VI.

     Section 6.5: Effect of Amendment. Any amendment, repeal or modification of
     -----------  -------------------
any provision of this Article VI shall be prospective only, and shall not
adversely affect any right or protection conferred on a person pursuant to this
Article VI and existing at the time of such amendment, repeal or modification.

                                       12

<PAGE>

                                   ARTICLE VII

                                     NOTICES

     Section 7.1: Notice. (a) Except as otherwise specifically provided in these
     -----------  ------
Bylaws (including, without limitation, Section 7.1(b) below) or required by law,
all notices required to be given pursuant to these Bylaws shall be in writing
and may in every instance be effectively given by hand delivery (including use
of a delivery service), by depositing such notice in the mail, postage prepaid,
or by sending such notice by prepaid telegram, telex, overnight express courier,
mailgram or facsimile. Any such notice shall be addressed to the person to whom
notice is to be given at such person's address as it appears on the records of
the Corporation. The notice shall be deemed given (i) in the case of hand
delivery, when received by the person to whom notice is to be given or by any
person accepting such notice on behalf of such person, (ii) in the case of
delivery by mail, upon deposit in the mail, (iii) in the case of delivery by
overnight express courier, when dispatched, and (iv) in the case of delivery via
telegram, telex, mailgram or facsimile, when dispatched.

             (b) Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders given by the
Corporation under any provision of the Delaware General Corporation Law, the
Certificate of Incorporation, or these Bylaws shall be effective if given by a
form of electronic transmission consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable by the stockholder by
written notice to the Corporation. Any such consent shall be deemed revoked if
(i) the Corporation is unable to deliver by electronic transmission two
consecutive notices given by the Corporation in accordance with such consent and
(ii) such inability becomes known to the Secretary or an Assistant Secretary of
the Corporation or to the transfer agent, or other person responsible for the
giving of notice; provided, however, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action.
Notice given pursuant to this Section 7.1(b) shall be deemed given: (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; (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.

             (c) An affidavit of the Secretary or an Assistant Secretary or of
the transfer agent or other agent of the Corporation that the notice has been
given in writing or by a form of electronic transmission shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

     Section 7.2: Waiver of Notice. Whenever notice is required to be given
     -----------  ----------------
under any provision of these Bylaws, a written waiver of notice, signed by the
person entitled to notice, or waiver by electronic transmission by such person,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person 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. Neither the
business to be transacted at, nor the

                                       13

<PAGE>

purpose of, any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any waiver of notice.

                                  ARTICLE VIII

                              INTERESTED DIRECTORS

     Section 8.1: Interested Directors; Quorum. 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 that
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (i) the material facts as to his, her 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 vote of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; (ii) the material
facts as to his, her 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. 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.

                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1: Fiscal Year. The fiscal year of the Corporation shall be
     -----------  -----------
determined by resolution of the Board of Directors.

     Section 9.2: Seal. The Board of Directors may provide for a corporate seal,
     -----------  ----
which shall have the name of the Corporation inscribed thereon and shall
otherwise be in such form as may be approved from time to time by the Board of
Directors.

     Section 9.3: Form of Records. Any records maintained by the Corporation in
     -----------  ---------------
the regular course of its business, including its stock ledger, books of account
and minute books, may be kept on or by means of, or be in the form of, diskettes
or any other information storage device or method, provided that the records so
kept can be converted into clearly legible paper form within a reasonable time.
The Corporation shall so convert any records so kept upon the request of any
person entitled to inspect such records pursuant to any provision of the
Delaware General Corporation Law.

     Section 9.4: Reliance Upon Books and Records. A member of the Board of
     -----------  -------------------------------
Directors, or a member of any committee designated by the Board of Directors
shall, in the performance of such person's duties, be fully protected in relying
in good faith upon records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any

                                       14

<PAGE>

of the officers or employees of the Corporation , or committees of the Board of
Directors, or by any other person as to matters the member reasonably believes
are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Corporation.

     Section 9.5: Certificate of Incorporation Governs. In the event of any
     -----------  ------------------------------------
conflict between the provisions of the Certificate of Incorporation and Bylaws
of the Corporation, the provisions of the Certificate of Incorporation shall
govern.

     Section 9.6: Severability. If any provision of these Bylaws shall be held
     -----------  ------------
to be invalid, illegal, unenforceable or in conflict with the provisions of the
Certificate of Incorporation of the Corporation, then such provision shall
nonetheless be enforced to the maximum extent possible consistent with such
holding and the remaining provisions of these Bylaws (including without
limitation, all portions of any section of these Bylaws containing any such
provision held to be invalid, illegal, unenforceable or in conflict with the
Certificate of Incorporation, that are not themselves invalid, illegal,
unenforceable or in conflict with the Certificate of Incorporation), shall
remain in full force and effect.

                                    ARTICLE X

                                    AMENDMENT

     Section 10.1: Amendments. Stockholders of the Corporation holding at least
     ------------  ----------
sixty-six and two-thirds percent (66-2/3%) of the Corporation's outstanding
voting stock then entitled to vote at an election of directors shall have the
power to adopt, amend or repeal Bylaws. To the extent provided in the
Certificate of Incorporation, the Board of Directors of the Corporation shall
also have the power to adopt, amend or repeal Bylaws of the Corporation.

                                       15

<PAGE>

                        CERTIFICATION OF RESTATED BYLAWS

                                       OF

                          NETSCREEN TECHNOLOGIES, INC.

KNOW ALL BY THESE PRESENTS:

     I, Remo Canessa, certify that I am the Secretary of NetScreen Technologies,
Inc., a Delaware corporation (the "Company"), that I am duly authorized to make
and deliver this certification, that the attached Restated Bylaws are a true and
correct copy of the Restated Bylaws of the Company in effect as of the date of
this certificate.

Dated:  December 17, 2001

                                            /s/ Remo Canessa
                                            ------------------------------------
                                            Remo Canessa, Secretary