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                                                               EXHIBIT 3.2
                               RESTATED BY-LAWS OF

                              ROCKFORD CORPORATION



                                    ARTICLE I

                           OFFICES AND CORPORATE SEAL

                  1.01     PLACE OF BUSINESS

                  In addition to its known place of business, which shall be the
office of its Statutory Agent, the corporation shall maintain a principal office
in Maricopa County, Arizona.

                  1.02     OTHER PLACES OF BUSINESS

                  The corporation may also maintain offices at such other place
or places, either within or without the State of Arizona, as may be designated
from time to time by the Board of Directors, and the business of the corporation
may be transacted at such other offices with the same effect as that conducted
at the principal office.

                  1.03     CORPORATE SEAL

                  A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of this corporation, but nevertheless if in
any instance a corporate seal be used, the same shall be, at the pleasure of the
officer affixing the same, be either (a) a circle having on the circumference
thereof "Rockford Corporation" and in the center "Incorporated 1980 Arizona," or
(b) a circle containing the words "Corporate Seal" on the circumference thereof,
and in the center "Arizona."

                                   ARTICLE II

                                  SHAREHOLDERS

                  2.01     PLACE OF MEETINGS

                  All meetings of shareholders shall be held at such place as
may be fixed from time to time by the Board of Directors, or in the absence of
direction by the Board of Directors, by the President or Secretary of the
corporation, either within or without the State of Arizona, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

                  2.02     ANNUAL MEETINGS

                  Annual meetings of shareholders shall be on the fifteenth day
of March if not a legal holiday, and if a legal holiday, then on the next
secular day following, or at such other date


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and time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. At the annual meeting, shareholders shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting.

                  2.03     NOTICE OF ANNUAL MEETING

                  Written notice of the annual meeting stating the place, date,
and hour of the meeting shall be given to each shareholder of record entitled to
vote at such meeting not less than ten (10) nor more than fifty (50) days before
the date of the meeting. Shareholders entitled to vote at the meeting shall be
determined as of 4:30 P.M. on the day before notice of the meeting is sent.

                  2.04     SHAREHOLDERS ENTITLED TO VOTE

                  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, 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 at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder present.

                  2.05     SPECIAL MEETINGS

                  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors. The request shall state the purpose or purposes of the proposed
meeting. Except as required by law, the shareholders may not call a special
meeting of the shareholders.

                  2.06     NOTICE OF SPECIAL MEETING

                  Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called shall be given not less than ten (10) nor more than fifty (50) days
before the date of the meeting to each shareholder of record entitled to vote at
such meeting. Business transacted at any special meeting of shareholders shall
be limited to the purposes stated in the notice. Shareholders entitled to vote
at the meeting shall be determined as of 4:00 P.M. on the day before notice of
the meeting is sent.

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                  2.07     QUORUM

                  The holders of a majority of the shares issued, outstanding,
and entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting, present in person or represented by proxy, the
President, or if he is not present, the Secretary, shall have power to adjourn
the meeting to another time or place, without notice other than announcement at
the meeting at which adjournment is taken, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. 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, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

                  2.08       AUTHORITY OF QUORUM

                  When a quorum is present at any meeting, the vote of the
holders of a majority of the voting power present, whether in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes of
the state of Arizona or of the Articles of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

                  2.09     VOTING AND PROXIES

                  At every meeting of the shareholders, each shareholder shall
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such shareholder, but no proxy shall be voted
or acted upon after eleven (11) months from its date, unless the proxy provides
for a longer period.

                  2.10     ACTION WITHOUT MEETING

                  Any action required or permitted to be taken at any annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of all of the outstanding shares entitled
to vote with respect to the subject matter of the action.

                  2.11 SHAREHOLDER PROPOSALS

                  Annual Meeting. A shareholder who wishes to submit a proposal
for inclusion in the company's proxy statement for an annual meeting of the
shareholders must submit the proposal to the company, at its principal office,
prior to the deadline identified in the proxy statement for the prior year's
annual meeting. The company will set the deadline to require that the proposal
be received at the company's principal office either:

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                  (a)    not less than 120 calendar days before the
                         date of the company's proxy statement in
                         connection with the prior year's annual
                         meeting; or

                  (b)    within a reasonable time before the company
                         plans to begin to print and mail its proxy
                         materials for the current year's annual
                         meeting, if either (1) the company did not
                         hold an annual meeting the previous year or
                         (2) the date of the current year's annual
                         meeting is more than 30 days different from
                         the date of the previous year's annual
                         meeting.

                  Special Meeting. A shareholder who wishes to submit a proposal
for inclusion in the company's proxy statement for a meeting of shareholders
other than for a regularly scheduled annual meeting must submit the proposal to
the company, at its principal office, within a reasonable time before the
company begins to print and mail its proxy materials.

                                   ARTICLE III

                                    DIRECTORS

                  3.01     NUMBER AND ELECTION

                  The number of Directors shall be from 2 to 11, as set from
time to time by the shareholders or the Board of Directors (except that the
number of directors may be increased only by a vote of two-thirds of the
Directors). The Directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 3.02 of this Article, and each
Director elected shall hold office until his or her successor is elected and
qualified. Directors need not be shareholders. If the number of directors is 6
or more and as provided in the articles of incorporation, then the Directors
shall be divided into (a) two classes with two year terms (if the number of
directors is 6, 7 or 8) or (b) three classes with three year terms (if the
number of directors is 9 or more). If there is a change in the number of
classes, the directors at their next meeting after the change will re-classify
the directors into the new classes in the manner they deem fit by majority vote.

                  3.02     VACANCIES

                  Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by the affirmative
vote of a majority of the remaining Directors then in office, though not less
than a quorum, or by a sole remaining Director, and the Directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and qualified, unless sooner displaced. If there are no Directors
in office, then an election of Directors may be held in the manner provided by
statute.

                  3.03     DUTIES OF BOARD

                  It shall be the duty of the board of directors to control and
manage the property and business of the corporation, and to appoint from its own
membership or otherwise the officers of the corporation who may serve under
written or oral contract at the pleasure of the



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board. The board shall have power to enter into written contracts with officers
for terms extending beyond their own terms of office. Generally, and without
limitation, the board shall have the power and shall operate the business of the
corporation in a prudent and careful manner to the best interests of the
stockholders. The authority of the board shall include the authority to
authorize the issuance of stock, the power to fill vacancies on the board and
the power to increase the size of the board of directors by appropriate
amendment to these bylaws.

                  3.04     PLACE OF MEETING

                  The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Arizona.

                  3.05     FIRST MEETING OF BOARD OF DIRECTORS

                  The first meeting of each newly elected Board of Directors
shall be held immediately following the annual meeting of shareholders and in
the same place as the annual meeting of shareholders, and no notice to the newly
elected directors of such meeting shall be necessary in order legally to hold
the meeting, providing a quorum shall be present. In the event such meeting is
not held, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver by all of the Directors.

                  3.06     REGULAR MEETINGS

                  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

                  3.07     SPECIAL MEETINGS

                  Special meetings of the Board may be called by the President
or the Secretary on one (1) day's notice to each Director, either personally, by
mail, by telegram, or by telephone; special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of two (2) Directors.

                  3.08     QUORUM

                  A majority of the membership of the Board of Directors shall
constitute a quorum and the concurrence of a majority of those present shall be
sufficient to conduct the business of the Board, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors then present may adjourn the meeting to another time or place, without
notice other than announcement at the meeting, until a quorum shall be present.

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                  3.09     ACTION WITHOUT MEETING

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

                  3.10       EXECUTIVE COMMITTEE

                  There may be created at the option of the Board of Directors
an Executive Committee consisting of two (2) members of the Board of Directors
who shall be elected by the whole board at the first meeting of the Board of
Directors following each annual meeting of shareholders. Members of the
Executive Committee shall serve at the pleasure of the Board of Directors and
each member of the Executive Committee may be removed with or without cause at
any time by the Board of Directors acting at a meeting or by unanimous written
consent. In the event any vacancy occurs in the Executive Committee, the vacancy
shall be filled by the Board of Directors. The Executive Committee shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation, but shall not possess any authority of
the Board of Directors prohibited by law.

                  3.11     REIMBURSEMENT EXPENSES

                  The Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings. The amount or rate of such compensation of members of the
Board of Directors or of committees shall be established by the Board of
Directors and shall be set forth in the minutes of the Board.

                  3.12     WAIVER OF NOTICE

                  Attendance of a Director at a meeting shall constitute waiver
of notice of such meeting, except when the person attends the meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Any Director may waive notice of any
annual, regular, or special meeting of Directors by executing a written notice
of waiver either before or after the time of the meeting.

                  3.13     VACANCY

                  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors.

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                                   ARTICLE IV

                                    OFFICERS

                  4.01     ELECTION AND OFFICES

                  The officers of the corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary, and a
Treasurer. The Board of Directors may also choose a Chairman of the Board,
additional Vice Presidents, and one or more assistant secretaries, assistant
treasurers, and assistant vice-presidents. Any number of offices, except the
offices of President and Secretary, may be held by the same person, unless the
Articles of Incorporation or these bylaws otherwise provide. The Board of
Directors may leave any office vacant indefinitely so long as there is a
President or Vice President and a Secretary or an assistant Secretary available
to act.

                  4.02     TIME OF ELECTION

                  The Board of Directors at its first meeting after each annual
meeting of shareholders shall choose a President, one or more Vice Presidents, a
Secretary, and a Treasurer, and may choose a Chairman of the Board, each of whom
shall serve at the pleasure of the Board of Directors. The Board of Directors at
any time may appoint such other officers and agents as it shall deem necessary
to hold offices at the pleasure of the Board of Directors and to exercise such
powers and perform such duties as shall be determined from time to time by the
Board.

                  4.03     SALARIES

                  The salaries of the officers shall be fixed from time to time
by the Board of Directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the corporation. The
salaries of the officers or the rate by which salaries are fixed shall be set
forth in the minutes of the meetings of the Board of Directors.

                  4.04     VACANCY

                  A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise may be filled by the Board of Directors
at any time.

                  4.05     CHAIRMAN OF THE BOARD

                  The Chairman of the Board, if one shall have been appointed
and be serving, shall preside at all meetings of the Board of Directors and
shall perform such other duties as from time to time may be assigned to him or
her.

                  4.06     THE PRESIDENT

                  The President shall preside at all meetings of shareholders,
and if a Chairman of the Board shall not have been appointed or, having been
appointed, shall not be serving or be

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absent, the President shall preside at all meetings of the Board of Directors.
He or she shall sign all deeds and conveyances, all contracts and agreements,
and all other instruments requiring execution on behalf of the corporation,
subject to policies established by the Board of Directors.

                  4.07     THE VICE PRESIDENTS

                  There shall be as many vice presidents as shall be determined
by the Board of Directors from time to time, and they shall perform such duties
as from time to time may be assigned to them. Any one of the vice presidents, as
authorized by the Board, shall have all the powers and perform all the duties of
the President in case of the temporary absence of the President or in case of
his or her temporary inability to act. In case of the permanent absence or
inability of the President to act, the office shall be declared vacant by the
Board of Directors and a successor chosen by the Board.

                  4.08     THE SECRETARY

                  The secretary shall see that the minutes of all meetings of
shareholders, of the Board of Directors, and of any standing committees are
kept. He or she shall be the custodian of the corporate seal and shall affix it
to all proper instruments when deemed advisable by him or her. He or she shall
give or cause to be given required notices of all meetings of the shareholders
and of the Board of Directors. He or she shall have charge of all the books and
records of the corporation except the books of account, and in general shall
perform all the duties incident to the office of Secretary of a corporation and
such other duties as may be assigned to him or her.

                  4.09     THE TREASURER

                  The Treasurer shall have general custody of all the funds and
securities of the corporation except such as may be required by law to be
deposited with any state official. He or she shall see to the deposit of the
funds of the corporation in such bank or banks as the Board of Directors may
designate. Regular books of account shall be kept under his or her direction and
supervision, and he or she shall render financial statements to the President,
Directors, and shareholders at proper times. The Treasurer shall have charge of
the preparation and filing of such reports, financial statements, and returns as
may be required by law. He or she shall give to the corporation such fidelity
bond as may be required, and the premium therefor shall be paid by the
corporation as an operating expense.

                  4.10     THE ASSISTANT SECRETARIES

                  There may be such number of assistant secretaries as from time
to time the Board of Directors may fix, and such persons shall perform such
functions as from time to time may be assigned to them. No assistant secretary
shall have power or authority to collect, account for, or pay over any tax
imposed by any federal, state or city government.

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                  4.11     THE ASSISTANT TREASURERS

                  There may be such number of assistant treasurers as from time
to time the Board of Directors may fix, and such persons shall perform such
functions as from time to time may be assigned to them. No assistant treasurer
shall have the power or authority to collect, account for, or pay over any tax
imposed by any federal, state, or city government.

                  4.12     THE ASSISTANT VICE PRESIDENTS

                  There may be such number of assistant vice presidents as from
time to time the Board of Directors may fix, and such persons shall perform such
functions as from time to time may be assigned to them. No assistant vice
president shall have the power or authority to collect, account for, or pay over
any tax imposed by any federal, state, or city government.

                                    ARTICLE V

                             SPECIAL CORPORATE ACTS

NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS

                  All checks, drafts, notes, bonds, bills of exchange, and
orders for the payment of money of the Corporation; all deeds, mortgages, and
other written contracts and agreements to which the Corporation shall be a
party; and all assignments or endorsements of stock certificates, registered
bonds, or other securities owned by the Corporation, shall, unless otherwise
directed by the Board of Directors, or unless otherwise required by law, be
signed by the President or Secretary-Treasurer. The Board of Directors may,
however, authorize any one of such officers to sign any of such instruments, for
and in behalf of the Corporation, without necessity of countersignature; may
designate officers or employees of the Corporation, other than those named
above, who may, in the name of the Corporation, sign such instruments; and may
authorize the use of facsimile signatures of any of such persons. Any shares of
stock issued by any other corporation and owned or controlled by the Corporation
may be voted at any shareholder's meeting of the other Corporation by the
President of the Corporation, if he be present; or, in his absence, by the
Secretary-Treasurer of the corporation who may be present; and, in the event
both the President and Secretary-Treasurer shall be absent, then by such person
as the President of the Corporation shall, by duly executed proxy, designate to
represent the Corporation at such shareholders' meeting.

                                   ARTICLE VI

                         REPEAL, ALTERATION OR AMENDMENT

                  These bylaws may be repealed, altered, or amended, or
substitute bylaws may be adopted at any time only by a vote of:

                  (a)    a two-thirds majority of the Board of
                         directors or

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                  (b)    a two-thirds majority of the shareholders
                         present and voting at a meeting of the
                         shareholders at which a quorum is present.

                                   ARTICLE VII

                               CORPORATE TAKEOVERS


         Pursuant to A.R.S. Section 10-2760, the corporation elects to opt out
of all of the provisions of A.R.S. Title 10, Chapter 23, Corporate Takeovers.

                  I, James M. Thomson, Secretary of Rockford Corporation, an
Arizona corporation, do hereby certify that the foregoing Bylaws were duly
adopted as the Bylaws of said corporation by the Board of Directors at a regular
meeting thereof, duly and regularly called and held on the 27th day of July,
2000, and that the same do now constitute the Bylaws of said corporation.

                  DATED this 27th day of July , 2000.


                                          /s/ James M. Thomson
                                          --------------------
                                              Secretary

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