Exhibit 3.2
 
 
 
 
 
 
 
 
 
 
                         ADVANCED TISSUE SCIENCES, INC.
 
 
                                     BY-LAWS
 
              AS ADOPTED BY THE BOARD OF DIRECTORS ON JULY 17, 1987
                        AND AMENDED THROUGH MAY 23, 2000
 
 
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                                RESTATED BY-LAWS
                                       OF
                         ADVANCED TISSUE SCIENCES, INC.
                            (a Delaware Corporation)
 
                                    ARTICLE I
                                     OFFICES
 
          The Corporation shall maintain a registered office in the State of
Delaware as required by law. The Corporation may also have offices at other
places, within and without the State of Delaware.
 
 
                                   ARTICLE II
                                  STOCKHOLDERS
 
          SECTION 1.     Annual meetings of stockholders for the election
of directors and the transactions of such business as may properly come before
the meeting shall be held once in each year at such times and such places,
within or without the State of Delaware, as may be fixed from time to time by
the Board of Directors.
 
          SECTION 2.     Except as otherwise required by statute or the
Corporation's Certificate of Incorporation, special meetings of stockholders
may be called by the Board of Directors, the Chairman of the Board or stock-
holders which together hold at least 10% of the aggregate voting power of the
stock issued by the Corporation that would be entitled to vote at the meeting.
Special meetings of stockholders shall be held on such dates and at such times
and such places, within or without the State of Delaware, as shall be stated in
the notices of such meetings. Notice of any special meeting shall state the
purpose or purposes for which the meeting is to be held and no other business
shall be transacted except as stated in such notice.
 
          SECTION 3.     Written notice of all meetings of the stockholders
shall be mailed to or delivered to each stockholder entitled to vote thereat at
least ten, but not more than fifty, days prior to the meeting. Notice of any
meeting shall state in general terms the purposes for which the meeting is to
be held and no other business shall be transacted except as stated in such
notice.
 
          SECTION 4.     The holders of a majority of the issued and outstanding
shares of the capital stock of the Corporation entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of stockholders.
 
          SECTION 5.     Except as otherwise required by statute, the
Corporation's  Certificate of Incorporation or these By-Laws, all matters coming
before any meeting of stockholders shall be decided by the vote of the holders
of a majority of the shares of capital stock of the Corporation present in
person or represented by proxy at such meeting and voting thereon, a quorum
being present.
 
          SECTION 6.     The Board of Directors, or, if the Board shall not have
made the appointment, the chairman presiding at any meeting of stockholders,
shall have power to appoint two or more persons to act as inspectors, to
receive, canvass and report the votes cast by the stockholders at such meeting.
 
          SECTION 7.     The Chairman of the Board, or in his absence, the
President, shall preside at all meetings of stockholders; and in their absence,
the Board of Directors may appoint a person to act as chairman of the meeting.
 
 
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          SECTION 8.     The Secretary or an Assistant Secretary shall act as
secretary at all meetings of stockholders; and in their absence, the chairman
of the meeting shall appoint a person to act as secretary of the meeting.
 
 
                                   ARTICLE III
                               BOARD OF DIRECTORS
 
          SECTION 1.     The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The Board of
Directors shall consist of three or more directors, as may be fixed and from
time to time increased or decreased by action of the Board of Directors or by
the stockholders, but no decrease shall shorten the term of any incumbent
director.
 
          SECTION 2.     Any vacancies in the Board of Directors resulting from
death, resignation, increase in the number of directors, or from any other
reason whatsoever, may be filled by a vote of a majority of the directors then
in office, although less than a quorum, or by vote of the stockholders. A
director elected by the directors or stockholders to fill a vacancy shall hold
office for the unexpired term of his predecessor.
 
          SECTION 3.     Regular meetings of the Board of Directors shall be
held on such dates and at such times and such places, within or without the
State of Delaware, as shall be fixed from time to time by the Board.
 
          SECTION 4.     Special meetings of the Board of Directors may be
called by the Chairman of the Board and shall be called by the Chairman of the
Board or the Secretary upon a request in writing by any two directors. Notice
shall be given of the date, time and place of each special meeting by mailing
the same at least three days before the meeting or by telephoning, telegraphing
or delivering personally the same before the meeting to each director. Except
as otherwise specified in the notice thereof, or as required by statute, the
Certificate of Incorporation or these By-Laws, any and all business may be
transacted at any special meeting of the Board of Directors.
 
          SECTION 5.     The Chairman of the Board shall president all meetings
of the Board of Directors; and in his absence, the President shall preside. A
majority of the whole Board of Directors shall constitute a quorum for the
transaction of business, but less than a quorum of the Board may adjourn any
meeting from time to time until a quorum shall be present, whereupon the
meeting may be held, as adjourned, without further notice. Except as otherwise
required by statute, the Certificate of Incorporation or these By-Laws, all
matters coming before any meeting of the Board of Directors shall be decided
by the vote of a majority of the directors present at the meeting, a quorum
being present.
 
          SECTION 6.     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.
 
          SECTION 7.     Members of the Board of Directors, or any committee
designated by such Board, may participate in a meeting of such Board or
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.
 
 
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                                   ARTICLE IV
                                   COMMITTEES
 
          SECTION 1.     The Corporation may have an Audit Committee, which
shall have such powers of the Board of Directors, not prohibited by statute, as
the Board shall from time to time authorize. The Audit Committee shall consist
of two or more directors.
 
          SECTION 2.     The Board of Directors may, by resolution passed by a
majority of the whole Board, designate from among its own members such other
committees, including, without limitation, an Executive committee and/or a
Compensation Committee, as the Board may determine. Each such committee shall
have such powers of the Board of Directors, not prohibited by statute, as the
Board shall from time to time authorize.
 
          SECTION 3.     A majority of the whole committee shall constitute a
quorum for the transaction of business. Each committee shall keep regular
minutes of its meetings and shall report the same to the Board of Directors
when requested. The Board of Directors may discharge any committee or any
member thereof either with or without cause at any time.
 
          SECTION 4.     In the case of the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of such absent or disqualified member.
 
 
                                    ARTICLE V
                            COMPENSATION OF DIRECTORS
 
          SECTION 1.     The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
 
 
                                   ARTICLE VI
                                    OFFICERS
 
          SECTION 1.     The Board of Directors shall elect the following
officers: Chairman of the Board of Directors, President, Treasurer and
Secretary and such other officers as it may from time to time determine.
 
          SECTION 2.     The term of office of all officers shall be for one
year and until their respective successors are elected and qualified. The Board
of Directors may remove any officer either with or without cause at any time.
Vacancies in any office may be filled at any regular or special meeting of the
Board.
 
          SECTION 3.     The officers of the Corporation shall, unless other-
wise ordered by the Board of Directors, each have such powers and duties as
generally pertain to their respective offices, as well as such other powers and
duties as from time to time may be conferred by the Board of Directors. The
Chairman of the Board may be the chief executive officer of the Corporation,
shall possess, except as prohibited by statute, the same power to sign on
behalf of and bind the Corporation as is possessed by the President, and shall,
during the absence of disability of the President, exercise all the power and
discharge all the duties of the President. The President may be the chief
operating officer of the Corporation and shall have general supervision of the
daily operations of the Corporation.
 
 
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          SECTION 4.     Unless otherwise ordered by the Board of Directors,
the Chairman of the Board, the President, the Chief Operating Officer or the
Secretary shall have full power and authority on behalf of the Corporation to
attend and to vote at any meetings of stockholders of any corporation in which
this Corporation may hold stock, and may exercise on behalf of this Corporation
any and all of the rights and powers incident to the ownership of such stock at
any such meeting, and shall have power and authority to execute and deliver
proxies, waivers and consents on behalf of the Corporation in connection with
the exercise by the Corporation of the rights and powers incident to the
ownership of such stock.  The Board of Directors may from time to time confer
like powers upon any other person or persons.
 
 
                                   ARTICLE VII
                                  CAPITAL STOCK
 
          SECTION 1.     Certificates for stock of the Corporation shall be in
such form as the Board of Directors may from time to time prescribe.
 
          SECTION 2.     The Board of Directors shall have power to appoint one
or more transfer agents and/or registrars for the transfer and/or registration
of certificates for shares of stock of any class or series and may require that
stock certificates shall be countersigned and/or registered by one or more of
such transfer agents and/or registrars.
 
          SECTION 3.     Shares of capital stock of the Corporation shall be
transferable on the books of the Corporation only by the holder of record
thereof in person or by his duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the Corporation or its agents
may require.
 
          SECTION 4.     In case any certificate for the capital stock of the
Corporation shall be lost, stolen or destroyed, the Corporation may require
such proof of the fact and such indemnity to be given to it and/or to its
transfer agent and/or registrar, if any, as it shall deem necessary or
advisable.
 
          SECTION 5.     The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder thereof in fact, and
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.
 
          SECTION 6.     In order that the Corporation may determine the stock-
holders 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 be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.
 
 
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                                  ARTICLE VIII
                                 INDEMNIFICATION
 
          SECTION 1.     The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he 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 his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he 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 reasonable cause to believe that his conduct was unlawful.
 
          SECTION 2.     The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer of employee of the corporation, or is or was serving at the request of
the Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expense which the Court of Chancery or such other
court shall deem proper.
 
          SECTION 3.     To the extent that a director, officer or employee of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article VIII,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
 
          SECTION 4.     Any indemnification under Sections 1 and 2 of this
Article VIII (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer or employee is proper in the circumstances because he has
met the applicable standard of conduct set forth in said Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum in not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
 
          SECTION 5.     Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding, or threat thereof,
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer or employee to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article VIII.
 
 
<PAGE>
 
 
          SECTION 6.     The indemnification provided by this Article VIII
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote of stock-
holders or disinterested directors, statute, court decision, insurance policy
or otherwise, now or hereafter in effect, and shall continue as to a person who
has ceased to be a director, officer or employee and shall inure to the benefit
of the heirs, executors and administrators of such a person.
 
          SECTION 7.     The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the corporation as a
director, officer or employee or another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VIII or of the General
Corporation Law of the State of Delaware.
 
          SECTION 8.     For purposes of this Article VIII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer or employee of the Corporation
which imposes duties on, or involves services by, such director, officer or
employee with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acting in good faith and in a manner he
reasonably believes to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
VIII.
 
 
                                   ARTICLE IX
                                  MISCELLANEOUS
 
          SECTION 1.     The seal of the Corporation shall be circular in form
and shall contain the name of the Corporation and the year and state of
incorporation.
 
          SECTION 2.     The Board of Directors shall have power to fix, and
from time to time change, the fiscal year of the Corporation.
 
          SECTION 3.     Any notice required to be given under the provisions
of these By-Laws or otherwise may be waived by the stockholder, director,
member of any committee or officer to whom such notice is required to be given,
before or after the meeting or other action of which notice was required to be
given.
 
 
                                    ARTICLE X
                                    AMENDMENT
 
          The Board of Directors shall have the power to adopt, alter and repeal
the By-Laws of the Corporation at any regular or special meeting of the Board,
subject to the power of the stockholders to alter or repeal any By-Law adopted
or altered by the Board of Directors. By-Laws may be adopted, altered or
repealed by the stockholders by the vote of the holders of a majority of the
outstanding shares entitled to vote thereon provided that notice of the proposed
adoption, alteration or repeal shall have been given in the notice of such
meeting of stockholders.
 
 
<PAGE>
 
 
                                   ARTICLE XI
                                  STOCK OPTIONS
 
          In no event shall any stock option already issued and outstanding
under any stock option plan, as approved by the Companys stockholders, be
repriced to a lower exercise price at any time during the term of such option,
without the prior affirmative vote of a majority of shares of stock of the
Corporation present at a stockholders meeting in person or by proxy and entitled
to vote thereon. Not withstanding anything to the contrary herein, nothing
herein is intended to modify or in any way limit the ability to cancel and
regrant options as may be permitted under and pursuant to the terms of the
Company's stock option plans, as approved by the Companys stockholders. Any
amendment or repeal of this Article XI requires the affirmative vote of the
holders of a majority of shares of stock of the Company present at a stock-
holders meeting in person or by proxy and entitled to vote thereon.