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                                  EXHIBIT 3.2


                       RESTATED BYLAWS OF EPITOPE, INC.

                                   ARTICLE I
                                 Shareholders


    Section 1.  Annual Meeting.  The annual meeting of the shareholders of
the corporation shall be held each year on a date designated by the Board of
Directors, for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.  In case of incomplete
financial or other information, unavailability of shareholders, directors,
officers or other persons whose attendance at the annual meeting would be
desirable, or other similar circumstances, the president in his discretion may
postpone the annual meeting.  If the annual meeting is postponed, or if the
election of directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment thereof, a special
meeting shall be held as soon as may be convenient as determined by the
president, either in lieu of the annual meeting if the annual meeting was
postponed or for the election of directors if the election was not held at the
annual meeting or at any adjournment thereof.  Written or printed notice,
stating the place, day, hour and purpose of the special meeting shall be
delivered not less than ten nor more than sixty days before the date of the
special meeting, either personally or by mail, by the president or, at the
direction of the president, by the secretary to each shareholder of record
entitled to vote at the meeting.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mails addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

    Section 2.  Special Meetings.  Special meetings of the shareholders may
be called for any purpose or purposes by the president, the Board of
Directors, the holders of not less than one-tenth (1/10) of all the shares
entitled to vote at the meeting or as provided in the Oregon Business
Corporation Act.  Notice of special meetings shall be given by the president
or, at the direction of the president, by the secretary or assistant secretary
to each shareholder of record entitled to vote at such meetings in the same
manner as hereinabove provided in Section 1 of this Article.

    Section 3.  Place of Meeting.  Meetings, annual or special, of the
shareholders shall be held at such place either within or without the state of
Oregon as shall be designated by the Board of Directors, or in the absence of
such a designation, at the main office of the corporation.

    Section 4.  Quorum; Waiver of Notice.  A proposal voted upon by the
shareholders, other than the election of directors, shall be approved if the
votes cast favoring the matter exceed the votes cast opposing the matter,
unless the corporation's articles of incorporation, bylaws, or applicable
provisions of the Oregon Business Corporation Act require a greater number of
affirmative votes.  If a quorum be not present at any annual or special
meeting, a majority of the shareholders present, either in person or by proxy,
may adjourn to such time and place as may be decided upon by the holders of
the majority of the shares present, and notice of such adjournment shall be
given in accordance with Section 4 of this Article; but if a quorum be
present, adjournment may be taken from day to day or to such time and place as
may be decided by the holders of the majority of the shares present, and no
notice of such adjournment need be given.  No business shall be transacted at
an adjourned meeting that could not have been transacted at the meeting from
which the adjournment was taken.  Whenever any notice is required to be given
pursuant to statute, to the articles of incorporation, or to these bylaws, a
waiver thereof signed by the shareholder entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.  Any
shareholder attending a meeting without objection thereof shall be deemed to
have waived notice of such meeting.  Notice otherwise complying with the terms
hereof may be given by prepaid telegram as the equivalent of notice by mail.

    Section 5.  Proxies.  At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact.  Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid
after 11 months from the date of its execution, unless otherwise provided in
the proxy.


                                  ARTICLE II
                              Board of Directors

    Section 1.  Board of Directors.  The business and affairs of the
corporation shall be managed by a Board of Directors.

    Section 2.  Meetings.  A regular annual meeting of the Board of Directors
shall be held immediately after, and at the same place as, the annual meeting
of shareholders.  No notice of the annual meeting other than this bylaw need
be given unless the meeting is to be held at a place other than the main
office of the corporation, in which case the notice shall be given in the
manner provided in Section 1 of Article I of these restated bylaws.  The Board
of Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution. 
Special meetings of the Board of Directors may be called by or at the request
of the president or any director.  Notice of any special meeting shall be
given at least three (3) days prior thereto by oral notice given in person, by
telephone, or by other means of oral electronic two-way communication, or by
written notice delivered personally or sent by mail, courier, fax, or similar
means to the director's residential or business address. Directors may waive
notice of meetings of the Board of Directors, and a waiver thereof signed by
the director entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.  Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where the
director attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

    Section 3.  Quorum and Voting.  A majority of the elected and acting
directors shall constitute a quorum for the transaction of business.  If at
any meeting of the Board of Directors there shall be less than a quorum
present, a majority of the directors present may adjourn to such time and
place as may be decided upon by the majority of the directors present, and
notice of such adjournment shall be given in accordance with Section 2 of this
Article; but if a quorum be present, adjournment may be taken from day to day
or to such time and place as may be decided by the majority of the directors
present, and no notice of such adjournment need be given.  When a quorum
exists, action may be taken by a majority vote of the directors present.

    Section 4.  Notification of Nominations.  Nominations for the election of
directors may be made by the Board of Directors or a proxy committee appointed
by the Board of Directors or by a shareholder entitled to vote in the election
of directors generally.  However, any shareholder entitled to vote in the
election of directors generally may nominate one or more persons for election
as directors at a meeting only if written notice of such shareholder's intent
to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the secretary of the
corporation not later than (a) with respect to an election to be held at an
annual meeting of shareholders, 60 days in advance of the date of the previous
year's annual meeting of shareholders, and (b) with respect to an election to
be held at a special meeting of shareholders for the election of directors,
the close of business on the seventh day following the date on which notice of
such meeting is first given to shareholders.  Each such notice shall set
forth:  (i) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (ii) a representation
that the shareholder is a holder of record of stock of the corporation
entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice;
(iii) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made; (iv) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, and the related proxy regulations of the Securities and
Exchange Commission promulgated thereunder, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (v) the consent of
each nominee to serve as a director of the corporation if so elected.  The
chairman of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.


                                  ARTICLE III
                              Executive Committee

    The majority of the Board of Directors may designate two or more
directors to constitute an executive committee, which committee between
meetings of the Board of Directors shall have and may exercise all of the
authority and powers of the Board of Directors in the management of the
business and affairs of the corporation, except that the committee may not: 
(a) authorize distributions, except as permitted by clause (g) below;
(b) approve or propose to shareholders actions that the Oregon Business
Corporation Act requires to be approved by shareholders; (c) fill vacancies on
the board of directors or on any of its committees; (d) amend the articles of
incorporation, except as permitted by the Oregon Business Corporation Act;
(e) adopt, amend, or repeal bylaws; (f) approve a plan of merger not requiring
shareholder approval; (g) authorize or approve reacquisition of shares, except
within limits prescribed by the board of directors; (h) authorize or approve
the issuance or sale or contract for sale of shares or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except as permitted by the Oregon Business Corporation Act;
or (i) appoint or remove officers of the corporation.


                                  ARTICLE IV
                              Officers and Agents

    Section 1.  Executive Officers.

          (a)   Number:  The officers of the corporation shall consist
    of a chairman of the board, president, chief executive officer, that
    number of vice presidents which the Board of Directors may from time
    to time determine and with such designations and seniority as the
    directors may assign, a secretary and a treasurer.  Any two or more
    offices may be held by one person.

          (b)   Election and Tenure:  The officers of the corporation
    shall be elected at the organizational meeting and thereafter at
    each regular annual meeting.  In the event of a failure to hold the
    annual meeting as herein provided, officers may be elected at any
    time thereafter at a special meeting of directors called for that
    purpose.  Each officer shall hold office for the term of one year
    and until his successor shall be elected except where expressly
    provided to the contrary in a contract authorized by the Board of
    Directors.  All officers and agents shall be subject to removal at
    any time by the vote of a majority of the entire Board of Directors
    whenever in the judgment of the directors the best interests of the
    corporation will be served by such removal, without prejudice,
    however, to any contract rights of the person so removed.

          (c)   Vacancies:  A vacancy in any office shall be filled by
    the Board of Directors at any regular meeting, or at any special
    meeting called for that purpose.

          (d)   Additional Officers and Agents:  The Board of Directors
    may also elect one or more assistant secretaries, one or more
    assistant treasurers, and such other officers or agents as it may
    deem necessary, with such authority and duties as from time to time
    may be prescribed by the Board of Directors.

    Section 2.  Chairman of the Board.  The chairman of the board, if one is
elected by the Board of Directors, shall preside at and conduct all meetings
of the shareholders and directors.  The Chairman shall exercise such other
powers and perform such other duties as shall be prescribed by the directors
from time to time.

    Section 3.  Chief Executive Officer.  The chief executive officer shall
have general and active charge of the business and management of the
corporation, subject to control by the Board of Directors.  When present, he
shall preside at all meetings of the shareholders and directors.  He is
authorized to sign all certificates of stock, and all deeds, leases, notes,
mortgages and contracts, including those in any way affecting real property or
interests therein, as the same may be required in the regular course of the
corporation's business.  He shall have the power to appoint and discharge
agents and employees, subject to approval of the Board of Directors.

    Section 4.  President.  The president shall exercise such powers and
perform such duties as may be prescribed by the Board of Directors or by the
chief executive officer.  In the absence or incapacity of the chief executive
officer, and at the direction of the Board of Directors, he is authorized to
sign all certificates of stock, and all deeds, leases, notes, mortgages and
contracts, including those in any way affecting real property or interests
therein, as the same may be required in the regular course of the
corporation's business.

    Section 5.  Vice Presidents.  The vice presidents, in the order of
seniority as designated by the Board of Directors, shall in the absence or
disability of the president exercise the powers and perform the duties of the
president.  Each vice president shall also exercise such other powers and
perform such other duties as shall be prescribed by the directors, and such
powers and duties of the president as may be designated by the president.

    Section 6.  Secretary.  The secretary shall give such notices of meetings
of the shareholders and of the Board of Directors as required by these
restated bylaws, and shall keep a record of the proceedings of all such
meetings.  Such record shall be kept at the principal or registered office of
the corporation.  He shall have custody of all books and records and papers of
the company except those which are in the care of the treasurer or some other
person authorized to have custody and possession thereof by resolution of the
Board of Directors.  He shall, with the president, sign all certificates of
stock of the corporation and shall affix the seal of the corporation to such
certificates of stock. He is authorized to sign with the president or vice
president in the name of the corporation all deeds, notes, mortgages and
contracts including those in any way affecting real property or interests
therein and shall affix the seal of the corporation thereto when required in
the regular course of business.  He shall submit such reports to the Board of
Directors as may be requested by them from time to time.

    Section 7.  Assistant Secretary.  The assistant secretary shall, in the
absence or disability of the secretary, exercise the powers and perform the
duties of the secretary.  He shall also exercise such other powers and perform
such other duties as may be prescribed by the Board of Directors and such
powers and duties of the secretary as may be designated by the president or
secretary.

    Section 8.  Treasurer.  The treasurer shall from time to time make such
reports to the officers, Board of Directors and shareholders as may be
required, and shall perform such other duties as the Board of Directors shall
from time to time delegate to him.

    Section 9.  Assistant Treasurer.  The assistant treasurer shall, in the
absence or disability of the treasurer, exercise the powers and perform the
duties of the treasurer.  He shall also exercise such other powers and perform
such other duties as may be prescribed by the Board of Directors and such
powers and duties of the treasurer as may be designated by the president or
treasurer.


                                   ARTICLE V

    Section 1.  Right to Indemnification.  The corporation shall indemnify
any director or former director of the corporation or any person who may have
served at its request as a director of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses and
liability actually and necessarily incurred by such director in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or
informal, in which such director is a party by reason of being or having been
such director, except in relation to matters as to which indemnification is
prohibited by the Oregon Business Corporation Act as it shall be amended from
time to time (the "Act"); but such indemnification shall not be deemed
exclusive of any other rights to which such director may be entitled, under
any bylaw, agreement, general or specific action of the Board of Directors,
vote of shareholders or otherwise.  As used herein, "expenses" shall include,
without limitation, expenses of investigations, arbitrations, mediations,
judicial or administrative proceedings or appeals, attorney fees and
disbursements and any expenses of establishing a right to indemnification. 
"Liability" shall include the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to an arbitration,
mediation, action, suit or proceeding in which a director is entitled to
indemnification hereunder.

    Section 2.  Procedure for Indemnification.  After the final disposition
of any threatened, pending or completed arbitration, mediation, action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, in which a director may be entitled to
indemnification, such director may send to the corporation a written request
for indemnification.  The corporation shall, in accordance with the provisions
of the Act regarding the determination and authorization of indemnification,
make a finding whether the indemnification requested is permitted by the laws
of the state of Oregon no later than 60 days following receipt by the
corporation of such request.  The corporation shall cause the indemnification
requested to be authorized and paid unless the corporation finds that the
indemnification requested is not so permitted.  The director shall be given an
opportunity to be heard and to present evidence in connection with the
consideration of the party or parties determining the right to indemnification
under the Act.  If the corporation does not authorize indemnification
hereunder, the director shall have the right to seek court-ordered
indemnification in accordance with the provisions of the Act.  In any such
action, neither the making of, nor the failure to make, any finding by the
corporation that indemnification of the director is proper or not proper in
the circumstances shall be a defense to such action or create a presumption
that the director has not met the standard of conduct required by the Act.  In
making its determination and in any court proceeding, the corporation shall
have the burden of proving that the director has not met the standards of
conduct required by the Act to authorize indemnification.

    Section 3.  Procedure for Advancement of Expenses.  The corporation shall
pay for or reimburse the reasonable expenses incurred by a director as a
result of being party to a threatened, pending or completed arbitration,
mediation, action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal, in advance of final
disposition of such arbitration, mediation, action, suit or proceeding
promptly upon receipt of a written request for payment of such expenses that
is in accordance with requirements of the Act for such written statement. 
Such written statement shall also include or be accompanied by documentation
of the expenses incurred and, when available, such documentation of expenses
shall include copies of bills or statements evidencing the expenses incurred. 
If the requirements of this provision are met, the corporation shall pay the
amount requested promptly notwithstanding the absence of a final disposition
of the arbitration, mediation, action, claim or proceeding.

    Section 4.  Indemnification of Officers, Employees and Agents.  The
corporation may, by action of its Board of Directors from time to time,
provide indemnification and pay expenses in advance of the final disposition
of a proceeding to officers, employees and agents of the corporation to the
same extent and effect as provided in this Article with respect to the
indemnification and advancement of expenses of directors of the corporation or
pursuant to rights granted pursuant to, or provided by, the Act or otherwise.

    Section 5.  Insurance.  The corporation may, but shall not be required
to, purchase and keep in force a policy or policies of liability insurance on
behalf of its officers and directors against liability and expenses incurred
in any arbitration, mediation, action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal.

    Section 6.  Nonexclusivity; Nature of Rights.  The indemnification
provided herein shall not be deemed exclusive of any other rights consistent
with the laws of the state of Oregon to which a director may be entitled under
the corporation's articles of incorporation, bylaws or any other agreement,
vote of shareholders, or otherwise, both as to action in the director's
official capacity and as to action in another capacity while holding office,
and shall continue notwithstanding that the director may have ceased to be
connected with the corporation.  The right of indemnification provided for
herein shall be deemed to create contractual rights in favor of directors
entitled to indemnification hereunder and shall be applicable to claims
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof.  The right of indemnification
provided for herein may not be amended or repealed so as to limit in any way
the indemnification provided for herein with respect to any acts or omissions
occurring prior to any such amendment or repeal.


                                  ARTICLE VI
                           Action Without a Meeting

    Section 1.  Written Consent.  Any action required to be taken or which
may be taken at a meeting of the shareholders or directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the shareholders or directors entitled to vote; and
such consent shall have the same force and effect as a unanimous vote of such
shareholders or directors.

    Section 2.  Electronic Communications.  The Board of Directors, or any
committee designated by the directors, may hold any meeting of the directors
or committee, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
simultaneously hear each other.  Participation in such a meeting shall
constitute presence in person at the meeting.


                                  ARTICLE VII

    Section 1.  Certificates.  Shares of stock of the corporation shall be
represented by stock certificates which shall be in a form adopted by the
Board of Directors, provided all such stock certificates within one series of
the same class of stock shall be consecutively numbered, and shall express
upon their face the number thereof, the date of issuance, the number of shares
for which and the person to whom issued and the class and series, if any,
thereof, and all such stock certificates shall be signed by the president or a
vice president and by the secretary or assistant secretary and may be sealed
with the corporate seal, if any.  In addition, each certificate shall express
upon its face that the corporation is organized under the laws of the state of
Oregon and shall also express the par value of the shares represented by the
certificate, or shall state that the shares are without par value, as may be
appropriate.  Each certificate shall state upon the face or back thereof, in
full or in summary, all of the designations, preferences, limitations,
restrictions on transfer and relative rights of the shares of each class and
series authorized to be issued, or shall indicate where such information may
be found.

    Section 2.  Subscriptions.  Subscriptions for shares of stock of the
corporation shall be paid in full at such time, or in such installments and at
such times, as the Board of Directors may determine.  In case of default in
the payment of any installment or call when such payment is due, the Board of
Directors may declare the shares and all previous payments thereon forfeited
for the use of the corporation, in the manner prescribed by the Oregon
Business Corporation Act.

    Section 3.  Transfer of Shares.  Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares.  The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be owner thereof for all purposes.  All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.  The record of shareholder and stock transfer books shall be kept
at the principal or registered office of the corporation or at the office of
its transfer agent or registrar, if any.


                                 ARTICLE VIII
                                  Amendments

    Bylaws may be adopted, altered, amended or repealed, in whole or in part,
at any regular or special meeting of the Board of Directors.

    Approved by the Board of Directors December 17, 1996.