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EXHIBIT 3.2

AMENDED AND RESTATED

BYLAWS

MOBILE MINI, INC.
A DELAWARE CORPORATION

[As amended and restated through
February 14, 2000]
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TABLE OF CONTENTS

Page
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1. OFFICES........................................................................................................ 1
1.1. Principal Office................................................................................... 1
1.2. Other Offices...................................................................................... 1

2. CERTIFICATE OF INCORPORATION................................................................................... 1
2.1. References Thereto................................................................................. 1
2.2. Seniority Thereof.................................................................................. 1

3. SEAL........................................................................................................... 1
3.1. Form Thereof....................................................................................... 1
3.2. Use................................................................................................ 1
3.3. Authorization..................................................................................... 2

4. MEETINGS OF STOCKHOLDERS....................................................................................... 2
4.1. Annual Meetings.................................................................................... 2
4.2. Special Meetings................................................................................... 2
4.3. Action of Stockholders Without a Meeting........................................................... 2
4.4. Notice of Meetings................................................................................. 2
4.5. Adjourned Meetings................................................................................. 3
4.6. Quorum............................................................................................. 3
4.7. Notice of Stockholder Business at Annual Meetings.................................................. 3
4.8. Requisite Vote..................................................................................... 4
4.9. Manner of Voting................................................................................... 4
4.10. Record Date for Stockholders...................................................................... 7
4.11. Voting Records.................................................................................... 7
4.12. Election Inspectors............................................................................... 7
4.13. Organization and Conduct of Meetings.............................................................. 8
4.14. Informalities and Irregularities.................................................................. 8

5. BOARD OF DIRECTORS............................................................................................. 8
5.1. Powers............................................................................................. 8
5.2. Membership......................................................................................... 9
5.3. Nominations of Directors.......................................................................... 10
5.4. Vacancies......................................................................................... 11
5.5. Removal of Directors.............................................................................. 11
5.6. Meetings.......................................................................................... 11
5.7. Action by Directors Without a Meeting............................................................. 12

5.8. Notice of Meetings................................................................................ 12
5.9. Adjourned Meetings................................................................................ 12
5.10. Quorum........................................................................................... 12
5.11. Voting Requirements.............................................................................. 12
5.12. Presumption of Assent............................................................................ 12
5.13. Compensation..................................................................................... 13
5.14. Director Conflicts of Interest................................................................... 13

6. EXECUTIVE AND OTHER COMMITTEES................................................................................ 13
6.1. Creation.......................................................................................... 13
6.2. Powers............................................................................................ 13
6.3. Tenure and Removal................................................................................ 14
6.4. Vacancies......................................................................................... 14
6.5. Organization...................................................................................... 14
6.6. Quorum and Voting................................................................................. 14

7. OFFICERS...................................................................................................... 14
7.1. Officers; Appointment............................................................................. 14
7.2. Removal of Officers............................................................................... 15
7.3. Salaries.......................................................................................... 15
7.4. Vacancies......................................................................................... 15
7.5. Delegation........................................................................................ 15
7.6. Chairman of the Board............................................................................. 15
7.7. President and Vice President...................................................................... 15
7.8. Secretary and Assistant Secretary................................................................. 16
7.9. Treasurer and Assistant Treasurer................................................................. 16
7.10. Controller....................................................................................... 17

8. RESIGNATIONS.................................................................................................. 17
8.1. Resignations...................................................................................... 17

9. BOOKS AND RECORDS............................................................................................. 17
9.1. Books and Records................................................................................. 17
9.2. Inspection........................................................................................ 17

10. STOCK CERTIFICATES........................................................................................... 17
10.1. Form Thereof..................................................................................... 17
10.2. Signatures and Seal Thereon...................................................................... 18
10.3. Ownership........................................................................................ 18
10.4. Transfers........................................................................................ 18
10.5. Lost Certificates................................................................................ 18

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11. REPEAL, ALTERATION OR AMENDMENT.............................................................................. 18
11.1. Repeal, Alteration or Amendment.................................................................. 18

12. MISCELLANEOUS................................................................................................ 18
12.1. Indemnification.................................................................................. 19
12.2. Dividends........................................................................................ 19
12.3. Representation of Shares of Other Corporations................................................... 19
12.4. Construction and Definitions..................................................................... 19
12.5. Fiscal Year...................................................................................... 19
12.6. Conduct of Meetings.............................................................................. 19

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AMENDED AND RESTATED
BYLAWS
OF
MOBILE MINI, INC.
A DELAWARE CORPORATION

(as amended through, and effective on, February 14, 2000)

1. OFFICES

1.1. PRINCIPAL OFFICE. The principal office for the transaction of the
business of the Corporation shall be fixed by the Board of Directors, either
within or without the State of Delaware, by formal resolution. The Board of
Directors shall have full power and authority from time to time to change the
location of the principal office of the Corporation.

1.2. OTHER OFFICES. The Corporation may also have offices at such other
places, both within or without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the Corporation may require.

2. CERTIFICATE OF INCORPORATION

2.1. REFERENCES THERETO. Any reference herein made to the Certificate of
Incorporation refers to the Corporation's Certificate of Incorporation and all
amendments thereto as at any given time on file with the Secretary of State of
the State of Delaware.

2.2. SENIORITY THEREOF. The Delaware General Corporation Law will in all
respects be considered superior to the Certificate of Incorporation with any
inconsistency resolved in favor of the Delaware General Corporation Law. The
Delaware General Corporation Law and the Certificate of Incorporation will in
all respects be considered senior and superior to these Bylaws, with any
inconsistency to be resolved in favor of the Delaware General Corporation Law
and the Certificate of Incorporation, and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.

3. SEAL

3.1. FORM THEREOF. The seal of the Corporation will have inscribed thereon
the name of the Corporation and the state and year of its incorporation.

3.2. USE. Except to the extent otherwise required by law or these Bylaws,
the seal of the Corporation shall not be required to be affixed to any document
or instrument of the Corporation in order for such document or instrument to be
valid and binding upon the Corporation.

3.3. AUTHORIZATION. In the absence of the Secretary or Assistant Secretary,
any officer authorized by the Board of Directors to do so may affix the seal of
the Corporation to any instrument requiring a seal.
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4. MEETINGS OF STOCKHOLDERS

4.1. ANNUAL MEETINGS.

(a) The annual meeting of stockholders will be held on such day and at
such time and place as the Board of Directors shall determine.

(b) The Chairman of the Board or, in his absence, the President or
such other officer as the Board of Directors shall specify shall preside at the
annual meeting of stockholders.

(c) At each annual meeting, the stockholders shall elect directors for
the class of directors whose term is then ending and transact such other
business as may be properly brought before them.

4.2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the
Chairman of the Board and shall be called by the Secretary at the written
request, or by resolution adopted by the affirmative vote, of a majority of the
Board of Directors. Such request shall state the purpose or purposes of the
proposed meeting. The business which may be conducted at any such special
meeting will be confined to the purpose or purposes stated in the notice thereof
and to such additional matters as the chairman of such meeting may rule to be
germane to such purpose or purposes.

4.3. ACTION OF STOCKHOLDERS WITHOUT A MEETING. Stockholders shall not have
the power to act by means of a written consent.

4.4. NOTICE OF MEETINGS.

(a) Written notice stating the day, time and place (which may be
within or without the State of Delaware) of any meeting of stockholders and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called shall be delivered not less than ten (10) nor more than sixty (60) days
before the day of the meeting.

(b) The Secretary of the Corporation at the direction of the person or
persons calling the meeting shall deliver or give such notice by mail or by any
other means permitted by the Delaware General Corporation Law (including,
without limitation, personal delivery and delivery by means of electronic
communication, such as telefacsimile and email) to each stockholder of record
entitled to vote at such meeting.

(c) If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. If delivered or given by any other permitted means, such notice
shall be deemed delivered when dispatched by any generally accepted means of
electronic communication, addressed to the stockholder at an address of or for
that stockholder that is appropriate in view of the means of communication used.
Personal delivery of any such notice to any officer of a corporation or
association or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership.

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(d) Whenever any notice is required to be given to any stockholder, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting unless that person is attending the meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.

4.5. ADJOURNED MEETINGS. When a meeting is adjourned to another time or
place, unless the Bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the Corporation may
transact any business that might have been transacted at the original meeting.
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 stockholder of record entitled to
vote at the meeting.

4.6. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. All
shares represented and entitled to vote on any single subject matter that may be
brought before the meeting shall be counted for the purposes of determining a
quorum. Only those shares entitled to vote on a particular subject matter shall
be counted for the purposes of voting on that subject matter. Business may be
conducted once a quorum is present and may continue until adjournment of the
meeting notwithstanding the withdrawal or temporary absence of sufficient shares
to reduce the number present to less than a quorum.

4.7. NOTICE OF STOCKHOLDER BUSINESS AT ANNUAL MEETINGS. At any annual
meeting of stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. In addition to any other requirements
imposed by or pursuant to law, the Certificate of Incorporation or these Bylaws,
each item of business to be properly brought before an annual meeting must (a)
be specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board or the persons calling the meeting pursuant to the
Certificate of Incorporation; (b) be otherwise properly brought before the
meeting by or at the direction of the Board; or (c) be otherwise properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 90 days nor
more than 120 days prior to the annual meeting; provided, however, that in the
event less than 100 days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. For purposes of these Bylaws "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones,
Associated Press, Reuters or comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). A stockholder's notice to the Secretary shall set
forth as to each matter he or she purposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business a the annual meeting, (b) the name
and

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address, as they appear on the Corporation's books, of the stockholder(s)
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the proposing stockholder(s), and (d) any
material interest of the proposing stockholder(s) in such business. The chairman
of the annual meeting shall, if the facts warrant, determine and declare to the
annual meeting that business was not properly brought before the annual meeting
in accordance with the provisions of this Section; and if he or she should so
determine, shall so declare to the meeting and any such business not properly
brought before the annual meeting shall not be transacted. The chairman of the
meeting shall have absolute authority to decide questions of compliance with the
foregoing procedures, and his or her ruling thereon shall be final and
conclusive. The provisions of this Section shall also govern what constitutes
timely notice for purposes of Rule 14a-4(c) under the 1934 Act.

4.8. REQUISITE VOTE. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the shares entitled to vote
which are present in person or represented by proxy shall decide any questions
brought before such meeting, unless the question is one upon which, by express
provision of law, the Certificate of Incorporation or by these Bylaws, a
different vote is required, in which case such express provisions shall govern
and control the decision of such question.

4.9. MANNER OF VOTING. Except as otherwise provided by the Certificate of
Incorporation or by the Delaware General Corporation Law, each share of stock
represented at any meeting of the stockholders shall be entitled to one vote.
Except as otherwise herein provided, the recordholder of each share of stock, as
determined by the name appearing on the Corporation's books, shall be the person
empowered to cast the vote. Voting will be by ballot on any question as to which
a ballot vote is demanded, prior to the time the voting begins, by any person
entitled to vote on such question; otherwise, a voice vote will suffice. No
ballot or change of vote will be accepted after the polls have been declared
closed following the end of the announced time for voting. The following
additional provisions shall apply to the voting of shares:

(a) Treasury Stock. Shares of its own stock belonging to this
Corporation or to another corporation, if a majority of the shares entitled to
vote in the elections of directors of such other corporation is held by this
Corporation, shall neither be entitled to vote nor counted for quorum purposes.
Nothing in this subparagraph shall be construed as limiting the right of this
Corporation to vote its own stock held by it in a fiduciary capacity.

(b) Proxies.

(1) A stockholder may vote either in person or by proxy executed
in writing by the stockholder or by his duly authorized
attorney-in-fact. In the event any instrument granting a
proxy shall designate two or more persons to act as proxy,
any of such persons present at the meeting shall have and
may exercise all the powers conferred by such instrument
upon all the persons so designated unless such instrument
shall otherwise provide.

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(2) No proxy shall be valid after eleven (11) months from the
date of its execution unless otherwise provided in the
proxy.

(3) A duly executed proxy shall be irrevocable if it states that
it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient at law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether
the interest with which it is coupled is an interest in the
share itself or an interest in the Corporation or other
entity generally.

(4) A proxy is not revoked by the death or incapacity of the
maker unless, before the vote is counted or quorum is
determined, written notice of the death or incapacity is
given to the Secretary of the Corporation. A proxy may be
revoked by an instrument expressly revoking it, a duly
executed proxy bearing a later date, or the attendance of
the person executing the proxy at the meeting and his voting
of his shares personally.

(1) Shares standing in the name of another corporation, a
limited liability company, a partnership or other entity,
domestic or foreign, may be voted by such officer, partner,
member, agent or proxy as the bylaws or other similar
instrument of such other corporation or other entity may
prescribe or, in the absence of such provision, as the board
of directors or other body of such other corporation or
other entity may determine.

(2) The Secretary of the Corporation and the election inspectors
may accept the apparent authority of any officer or other
signatory purporting to have authority, and the Secretary of
the Corporation or the election inspectors shall have the
authority (but not the duty) to require that such documents
be filed with the Secretary of the Corporation in order to
verify the authority and power of any such officer, partner,
member, agent or proxy to vote the shares of the Corporation
held by any such other corporation or other entity.

(d) Shares Held by Fiduciary.

(1) Shares held by an administrator, executor, guardian,
conservator or personal representative may be voted by him,
either in person or by proxy, without a transfer of such
shares into his name.

(2) Shares standing in the name of a trustee, other than a
trustee in bankruptcy, may be voted by him, either in person
or by proxy, but no such trustee shall be entitled to vote
shares held by him without a transfer of such shares into
his name.

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(3) Shares standing in the name of a receiver, trustee in
bankruptcy or assignee for the benefit of creditors may be
voted by such representative, either in person or by proxy,
without the transfer thereof into his name if authority to
do so is contained in an appropriate order of the court by
which such receiver or trustee was appointed.

(4) The Secretary of the Corporation or the election inspectors
shall have the authority (but not the duty) to require that
such documents be filed with the Secretary of the
Corporation in order to verify the authority and power of
any such representative or other fiduciary to vote the
shares of the Corporation registered in the name of such
other person.

(e) Pledged Shares. A stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee or unless the pledgee is specifically empowered by such
stockholder to vote the stockholder's shares.

(f) Joint Owners. If shares stand in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or tenants by community property or otherwise, or if two
or more persons have the same fiduciary relationship respecting the same shares,
unless the Corporation is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:

(1) If only one votes, his acts bind.

(2) If more than one votes, the act of the majority so voting
binds all.

(3) If more than one votes, but the vote is evenly split on any
particular matter, each faction may vote the shares in
question proportionally.

4.10. RECORD DATE FOR STOCKHOLDERS.

(a) In order to determine the stockholders entitled to notice of or to
vote at any meeting of stockholders, or entitled to give their consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights with regard to any lawful action, the Board of Directors may
fix, in advance, a record date that shall not exceed sixty (60) days nor be less
than ten (10) days preceding the day of such meeting or other action.

(b) The stockholders entitled to notice of or to vote at a meeting of
stockholders will be determined as of the applicable record date if one has been
fixed; otherwise, if no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at five o'clock in the evening Eastern time on the fifth day before the day
on which notice is given and, if no other record date is fixed, the record date

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for determining stockholders entitled to express consent to corporate action in
writing without a meeting shall be the time of the day on which the first
written consent is provided.

4.11. VOTING RECORDS. The Secretary of the Corporation shall obtain from
the transfer agent of the Corporation a complete record of the stockholders
entitled to vote at any meeting of stockholders or any adjournment thereof,
arranged in alphabetical order and with the address of and the number of shares
held by each. Such record shall be produced at least ten (10) days prior to the
meeting, shall be kept open at the time and place of the meeting or such other
place as specified in the notice of the meeting, and shall be subject to the
inspection of any stockholder during such ten (10) day period and during the
whole time of the meeting for the purposes thereof.

4.12. ELECTION INSPECTORS.

(a) The Board of Directors, in advance of any meeting of stockholders,
may appoint an election inspector or inspectors to act at such meeting (and any
adjournment thereof). If an election inspector or inspectors are not so
appointed, the chairman of the meeting shall make such appointment. If any
person appointed as an inspector fails to appear or to act, the chairman of the
meeting may appoint a substitute.

(b) If appointed, the election inspector or inspectors (acting through
a majority of them if there be more than one) will determine the number of
shares outstanding, the authenticity, validity and effect of proxies and the
number of shares represented at the meeting in person and by proxy; they will
receive and count votes, ballots and consents and announce the results thereof;
they will hear and determine all challenges and questions pertaining to proxies
and voting; and, in general, they will perform such acts as may be proper to
conduct elections and voting with complete fairness to all stockholders.

4.13. ORGANIZATION AND CONDUCT OF MEETINGS.

(a) Each meeting of stockholders will be called to order and
thereafter chaired by the Chairman of the Board if there is one; or if there is
no Chairman of the Board or if the Chairman of the Board is absent or so
requests, then by the President; or if both the Chairman of the Board and the
President are unavailable or if the Board of Directors so determines, then by
such other officer of the Corporation or such stockholder as may be appointed by
the Board of Directors.

(b) The Secretary of the Corporation will act as secretary of each
meeting of stockholders; in his absence the chairman of the meeting may appoint
any person (whether a stockholder or not) to act as secretary.

(c) After calling a meeting to order, the chairman thereof may require
the registration of all stockholders intending to vote in person and the filing
of all proxies with the election inspector or inspectors, if one or more have
been appointed (or, if not, with the secretary of the meeting). After the
announced time for such filing of proxies has ended, no further proxies or
changes, substitutions or revocations of proxies will be accepted. If directors
are to be elected,

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a tabulation of the proxies so filed will, if any person entitled to vote in
such election so requests, be announced at the meeting (or adjournment thereof).

(d) Absent a showing of bad faith on his part, the chairman of the
meeting will, among other things, have absolute authority to fix the period of
time allowed for the registration of stockholders and the filing of proxies,
determine the order of business to be conducted at such meeting, and in the
absence of any regulations established by the Board of Directors pursuant to
Section 12.6 of these Bylaws, establish reasonable rules for expediting the
business of the meeting (including any informal, or question and answer portions
thereof).

4.14. INFORMALITIES AND IRREGULARITIES. All informalities or irregularities
in any call or notice of a meeting or in the areas of credentials, proxies,
quorums, voting and similar matters will be deemed waived if no objection is
made at the meeting.

5. BOARD OF DIRECTORS

5.1. POWERS. To the broadest extent permitted by applicable law, all
corporate power shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by, the Board of
Directors. In addition to any other powers granted by the Delaware General
Corporation Law, the Certificate of Incorporation and the Bylaws, it is hereby
expressly declared that the directors shall have the following powers:

(a) To select and remove all the officers, agents and employees of the
Corporation, to prescribe such powers and duties for them as may not be
inconsistent with law, the Certificate of Incorporation or the Bylaws, and to
fix their compensation.

(b) To conduct, manage and control the affairs and business of the
Corporation and to make such rules and regulations therefor not inconsistent
with law, the Certificate of Incorporation or the Bylaws as they may deem best.

(c) To designate any place, within or without the State of Delaware,
for the holding of any meeting or meetings of stockholders, to adopt, make and
use a corporate seal, to prescribe the form of certificate of stock, and to
alter the forms of such seal and such certificates to ensure that they, at all
times, comply with the applicable law.

(d) To authorize the issuance of shares of stock of the Corporation
from time to time upon such terms as may be lawful and in consideration of money
paid, labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually received, or in the case of shares
issued, as a dividend against amounts transferred from surplus to stated
capital.

(e) To create and issue (whether or not in connection with the issue
and sale of any stock or other securities of the Corporation) warrants, rights
or options entitling the holders thereof to purchase from the Corporation any
shares of any class or classes or any other securities of the Corporation for
such consideration and to such persons, firms or corporations as the Board of
Directors, in its sole discretion, may determine, setting aside from the
authorized but unissued stock of the Corporation the requisite number of shares
for issuance upon the exercise of such

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warrants, rights or options. Such warrants, rights or options shall be evidenced
by such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, the time or times (which may be limited or
unlimited in duration) at or within which, and the price or prices at which any
such shares or other securities may be purchased from the Corporation upon the
exercise of any such warrant, right or option shall be such as shall be fixed
and stated in a resolution or resolutions of the Board of Directors providing
for the creation and issue of such warrants, rights or options.

(f) To borrow money and incur indebtedness for the purposes of the
Corporation and to cause to be executed and delivered therefor in the corporate
name promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations and other evidences of debt and securities therefor.

(g) To authorize a person or persons to sign and endorse all checks,
drafts or other forms for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Corporation.

5.2. MEMBERSHIP.

(a) The business and affairs of the Corporation shall be managed by
its Board of Directors, consisting of not less than three nor more than
thirteen. The Board of Directors will have the power to increase or decrease its
size within such limits; provided, however, that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

(b) Subject to and at such time as provided in the Certificate of
Incorporation, the number of Board of Directors shall be divided into three (3)
classes, as nearly equal in number as may be, to serve staggered three-year
terms on the Board of Directors. In the case of any increase in the number of
directors of the Corporation, the additional directors shall be so classified
that all classes of directors shall be increased equally as nearly as may be,
and the additional directors shall be elected as provided herein by the
directors or by the stockholders at an annual meeting. In case of any decrease
in the number of directors of the Corporation, all classes of directors shall be
decreased equally as nearly as may be.

(c) Election of directors shall be conducted as provided in the
Certificate of Incorporation, in these Bylaws or by applicable law. At each
annual meeting, the shareholders shall elect directors to hold office until the
next annual meeting of shareholders or until the end of the term for which a
director was elected in accordance with the classification of directors pursuant
to the Certificate of Incorporation. Each director shall hold office until his
successor is elected and qualified or until his earlier resignation or removal.
The directors need not be stockholders or residents of the state of
incorporation.

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5.3. NOMINATIONS OF DIRECTORS.

(a) Nominations for election to the Board of Directors of the
Corporation at a meeting of stockholders may be made by the Board of Directors,
or on behalf of the Board of Directors by a nominating committee appointed by
the Board of Directors, or by any stockholder of the Corporation entitled to
vote for the election of directors at such meeting.

(b) Such nominations, other than those made by or on behalf of the
Board of Directors, shall be made by notice in writing delivered or mailed by
the United States mail, postage prepaid, to the Secretary of the Corporation and
received by him not less than sixty (60) days prior to any annual meeting of
stockholders or such other period as may be specified in the proxy statement for
the most recently concluded meeting of the stockholders.

(c) Such notice shall set forth as to each proposed nominee who is not
an incumbent director (i) the name, business address, telephone number and, if
known, residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of stock of the
Corporation that are beneficially owned by each such nominee and by the
nominating stockholder, and (iv) any other information concerning each such
nominee that must be disclosed with respect to nominees in proxy solicitations
pursuant to the rules, regulations and forms then promulgated under Section
14(a) of the Securities Exchange Act of 1934.

5.4. VACANCIES.

(a) Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors, though not less
than a quorum, or by a sole remaining director. Any director so chosen shall
hold office until the next election of directors, or the next election of
directors of the class of directors to which that director was elected if the
Corporation shall then have a classified Board of Directors, when his successor
is elected and qualified. Any newly created directorship shall be deemed a
vacancy.

(b) When one or more directors shall resign from the Board of
Directors, effective at a future time, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies. Such vote thereon shall take effect when such resignation
or resignations become effective, and each director so chosen shall hold office
as herein provided in the filling of other vacancies.

(c) If at any time, by reason of death or resignation or other cause,
the Corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee, guardian or personal
representative of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may call a special
meeting of stockholders.

5.5. REMOVAL OF DIRECTORS. At a meeting of the stockholders called
expressly for that purpose, directors may be removed, with or without cause, by
a vote of the holders of a majority of the shares then entitled to vote at an
election of directors.

5.6. MEETINGS.

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(a) Annual Meetings. An annual meeting of the directors shall be held
after the adjournment of each annual meeting of stockholders at the place at
which such meeting of stockholders was held or on such other day and at such
other time and place as the Board of Directors shall determine.

(b) Regular Meetings. Regular meetings other than annual meetings may
be held without notice at regular intervals at such places, within or without
the State of Delaware, and at such times as the Board of Directors may from time
to time provide.

(c) Special Meetings. Special meetings of the Board of Directors may
be held whenever and wherever (within the continental United States) called for
by the Chairman of the Board, the President or the number of directors required
to constitute a quorum.

(d) Manner of Participating. Members of the Board of Directors or any
committee thereof may participate in any meeting, regular or special, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. The participation
in a meeting so held shall constitute presence in person at such meeting.

5.7. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required to be taken
at a meeting of the Board of Directors, or any action that may be taken at a
meeting of the Board of Directors or the Executive Committee or other committee
thereof, may be taken without a meeting if all directors or committee members
consent thereto in writing. Such consent shall have the same effect as an
unanimous vote.

5.8. NOTICE OF MEETINGS.

(a) Regular Meetings. No notice need be given of regular meetings of
the Board of Directors.

(b) Special Meetings. Written notice of the day, time and place (but
not necessarily the purpose or all of the purposes) of any special meeting shall
be delivered or given to each director verbally or in writing either personally,
by telephone, by telefacsimile, by mail or by any other reliable means of
communication. Notice to any director of such special meeting will be deemed
delivered sufficiently in advance when, if mailed, the same is deposited in the
United States mail, postage prepaid, at least five (5) days before the meeting
day or, if by any other permitted means, the same is delivered to the director
at least forty-eight (48) hours prior to the convening of the meeting.

(c) Waiver of Call or Notice. Any director may waive call or notice of
any meeting (and any adjournment thereof) at any time before, during which or
after it is held. Attendance of a director at any meeting will automatically
evidence his waiver of call and notice of such meeting (and any adjournment
thereof) unless he is attending the meeting for the express purpose of objecting
to the transaction of business thereat because it has not been properly called
or noticed. No call or notice of a meeting of the Board of Directors will be
necessary if each of them waives the same in writing or by attendance as
aforesaid.

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5.9. ADJOURNED MEETINGS. Any meeting, once properly called and noticed (or
as to which call and notice have been waived) and at which a quorum is formed,
may be adjourned to another time and place by a majority of those in attendance.
Notice of the time and place of holding an adjourned meeting need not be given
to absent directors if the time and place be fixed at the meeting adjourned.

5.10. QUORUM. A majority of the number of directors then serving shall
constitute a quorum for the transaction of business at any meeting or adjourned
meeting of the Board of Directors; provided, however, that in no event shall
fewer than two directors constitute a quorum unless only one director is then
serving.

5.11. VOTING REQUIREMENTS. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.

5.12. PRESUMPTION OF ASSENT. A director of the Corporation who is present
at a meeting of the Board of Directors or of any committee thereof at which
action is taken on any corporate matter will be presumed to have assented to the
action taken unless his dissent is entered in the minutes of the meeting, or he
files his written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof, or he forwards such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of such meeting. A right to dissent shall not be available to a
director who voted in favor of the action.

5.13. COMPENSATION. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors or of any committee thereof, a fixed sum for attendance at each
such meeting or a stated salary as a director or committee member, or any
combination of the foregoing. Directors may participate in stock option or other
benefit plans of the Corporation in accordance with the terms and provisions
thereof. No such payment or participation will preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

5.14. DIRECTOR CONFLICTS OF INTEREST. No contract or other transaction
between the Corporation and one or more of its directors or any other business
entity in which one or more of its directors is also a director or officer or is
financially interested shall be either void or voidable because of such
relationship or interest or because such director or directors are present at a
meeting of the Board of Directors or committee thereof which authorizes,
approves or ratifies such contract or transaction or vote for such
authorization, approval or ratification if:

(a) Approval by Disinterested Directors. The fact of the relationship
or interest is disclosed or known to the Board of Directors or committee
thereof, and the number of disinterested directors or committee members
authorizing, approving or ratifying such contract or transaction is sufficient
for such authorization, approval or ratification to be granted; or

(b) Approval by Stockholders. The fact of the relationship or interest
is disclosed to the stockholders entitled to vote, and they authorize, approve
or ratify such contract or transaction; or

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(c) Fair and Reasonable. In light of circumstances known to those
entitled to vote thereon at that time, the contract or transaction is fair and
reasonable to the Corporation at the time the contract or transaction is
authorized, approved or ratified.

6. EXECUTIVE AND OTHER COMMITTEES

6.1. CREATION. The Board of Directors may designate, by resolution adopted
by an absolute majority of the full Board of Directors, two or more of its
members as an Executive Committee, and may designate from among its members one
or more other committees. The designation of the Executive Committee or any
other committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors or any member thereof of any responsibility
imposed by law.

6.2. POWERS. The Executive Committee, when the Board of Directors is not in
session, shall have and may exercise all of the authority of the Board of
Directors in the management of the business affairs of the Corporation, subject
to the limitations as may be included in the resolution of the Board of
Directors and the limitations set forth below. Neither the Executive Committee
nor any other committee shall have the authority of the Board of Directors in
reference to the following matters:

(a) The submission to the stockholders of any action that requires
stockholders' authorization or approval.

(b) The filling of vacancies on the Board of Directors or on any
committee of the Board of Directors.

(d) The fixing of compensation of directors for serving on the Board
of Directors or on any committee thereof.

6.3. TENURE AND REMOVAL. The members of any committee shall hold office
until the next annual meeting of the Board of Directors and until their
successors are appointed by a new resolution of the Board of Directors. The
Board of Directors, with or without cause, may dissolve any committee or remove
any member thereof at any time.

6.4. VACANCIES. Any vacancies occurring by reason of death, resignation,
removal, disqualification or otherwise may be filled only by the full Board of
Directors.

6.5. ORGANIZATION. The members of the Executive Committee or other
committee shall elect a chairman of the committee, who shall appoint a secretary
of the same, and the committee shall otherwise fix its own rules or procedures
that shall not be inconsistent with these Bylaws. The Executive Committee or
other committee shall meet where and as provided by its rules.

6.6. QUORUM AND VOTING. A majority of the members of the Executive
Committee or other committee shall constitute a quorum for the transaction of
business at any meeting thereof;

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provided, however, that the affirmative vote of a majority of the members of the
Executive Committee or other committee in all cases shall be necessary for the
adoption of any resolution.

6.7. MINUTES. The Executive Committee and other committees shall keep
regular minutes of their proceedings and the transactions of their meetings and
report the same to the Board of Directors at the next meeting thereof. Such
minutes shall be open to the inspection of any director upon application at the
office of the Corporation during business hours.

7. OFFICERS

7.1. OFFICERS; APPOINTMENT.

(a) The officers of the Corporation shall include a President, a
Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. The Board of Directors may also appoint a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers and such other officers as it may from time to time deem appropriate
or necessary. The Board of Directors further may appoint or delegate to any
standing Audit Committee of the Board of Directors the power to appoint a
Controller.

(b) The same person may hold any number of offices, except that the
offices of President and Secretary shall not be held by the same person, and the
offices of Controller and Treasurer or Assistant Treasurer shall not be held by
the same person.

(c) All officers and agents shall have such authority and perform such
duties in the management of the Corporation as may be provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

7.2. REMOVAL OF OFFICERS. The Board of Directors may remove any officer or
agent of the Corporation whenever, in its judgment, the best interest of the
Corporation will be served thereby. Such removal shall be without prejudice to
the contract rights, if any, of the person so removed; the election or
appointment of an officer or agent shall not of itself create any such contract
rights.

7.3. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors or by any committee thereof to which such
authority may be delegated by the full Board of Directors. No officer shall be
prevented from receiving a salary by reason of the fact that he is also a
director of the Corporation.

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

7.5. DELEGATION. The Board of Directors may, by resolution duly recorded in
the minutes of the Board of Directors, delegate to the Chief Executive Officer
of the Corporation the authority to fix the salaries and other compensation of
any or all officers of the Corporation, except himself.

7.6. CHAIRMAN OF THE BOARD. The Board of Directors may elect a Chairman of
the Board to serve as a general executive officer of the Corporation and, if
specifically designated as

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such by the Board of Directors, as the Chief Executive Officer and principal
executive officer of the Corporation. If elected, the Chairman will preside at
all meetings of the Board of Directors and be vested with such other powers and
duties as the Board of Directors may from time to time delegate to him.

7.7. PRESIDENT AND VICE PRESIDENT.

(a) The President will be the chief operating officer of the
Corporation and will supervise the business and affairs of the Corporation and
the performance by all of its other officers of their respective duties, subject
to the control of the Board of Directors and of its Chairman, if the Chairman
has been specifically designated as the Chief Executive Officer of the
Corporation (failing which the President will be such Chief Executive Officer
and principal executive officer).

(b) One or more Vice Presidents may be elected by the Board of
Directors, each of whom, in the order designated by the Board of Directors, will
be vested with all of the powers and charged with all of the duties (including
those herein specifically set forth) of the President in the event of his
absence or disability. Each Vice President will perform such other duties as may
from time to time be delegated or assigned to him by the Chief Executive
Officer, the President or the Board of Directors.

(c) Except as may otherwise be specially provided by resolution of the
Board of Directors, the President or any Vice President will be a proper officer
to sign on behalf of the Corporation any deed, bill of sale, assignment, option,
mortgage, pledge, note, bond, evidence of indebtedness, application, consent (to
service of process or otherwise), agreement, indenture or other instrument of
any significant importance to the Corporation.

7.8. SECRETARY AND ASSISTANT SECRETARY.

(a) The Secretary will keep the minutes of meetings of the Board of
Directors, see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law, be custodian of the records of the
Corporation and of its seal, and in general, perform all duties incident to his
office. Except as may otherwise be specifically provided in a resolution of the
Board of Directors, the Secretary will be a proper officer to impress the
Corporation's seal on any instrument signed by the President or any Vice
President and to attest to the same.

(b) There may be one or more Assistant Secretaries, and such persons
shall perform such functions as from time to time may be assigned to them by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President or the Secretary.

7.9. TREASURER AND ASSISTANT TREASURER.

(a) The Treasurer will be the principal financial officer of the
Corporation and, if specifically designated by the Board of Directors, will also
be the Chief Financial Officer of the Corporation. The Treasurer shall have
custody of the Corporate funds and securities and will cause all money and other
valuable effects to be deposited in the name and to the credit of the
Corporation in such depositories, subject to withdrawal in such manner, as may
be designated by

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the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and to the directors
(at the regular meetings of the Board of Directors or whenever they may require)
an account of all his transactions as Treasurer.

(b) There may be one or more Assistant Treasurers. Such persons shall
perform such functions as from time to time may be assigned to them by the Board
of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President or the Treasurer. 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.

(c) No Treasurer or Assistant Treasurer shall also serve as Controller
of the Corporation. If no Controller is elected by the Board of Directors or any
standing Audit Committee thereof, the Treasurer shall also serve as principal
accounting officer of the Corporation.

7.10. CONTROLLER. The Controller, if elected by the Board of Directors or
any standing Audit Committee thereof, will be the principal accounting officer
of the Corporation and shall have charge of the Corporation's books of account,
records and auditing, and generally do and perform all such other duties as
pertain to such office and as may be required by the Board of Directors or the
President and the Chief Executive Officer, if he be other than the President.
The Controller shall not serve as Treasurer or Assistant Treasurer.

8. RESIGNATIONS

8.1. RESIGNATIONS. Any director, committee member or officer may resign
from his office at any time by written notice delivered or addressed to the
Corporation at its principal place of business. Any such resignation will be
effective upon its receipt by the Corporation unless some later time is therein
fixed, and then from that time. The acceptance of a resignation will not be
required to make it effective.

9. BOOKS AND RECORDS

9.1. BOOKS AND RECORDS. The Corporation shall keep correct and complete
books, records of account and minutes of the proceedings of its stockholders,
Board of Directors and any committees thereof. Additionally, the Corporation
shall keep at its statutory agent's office, or at its principal place of
business, or at the office of its transfer agent or registrar, a record of its
stockholders, giving the name and addresses of all stockholders and the number
and class of the shares held by each. Any books, records and minutes may be in
written form or in any other form capable of being converted into written form
within a reasonable time.

9.2. INSPECTION. Any person who is a holder of record of shares of stock of
the Corporation or of a voting trust beneficial interest therefor, upon written
demand delivered to the Secretary of the Corporation or to the statutory agent
for receipt of service of process, stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any

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reasonable time or times, for any proper purpose, its relevant books and records
of accounts, minutes and record of stockholders and to make copies of or
extracts therefrom.

10. STOCK CERTIFICATES

10.1. FORM THEREOF. Each certificate representing stock of the Corporation
will be in such form as may from time to time be approved by the Board of
Directors, will be numbered and will exhibit on the face thereof the
recordholder's name, the number of shares represented thereby and such other
matters as are required by law to be stated thereon.

10.2. SIGNATURES AND SEAL THEREON. All certificates issued for shares of
the Corporation's capital stock (whether new, re-issued or transferred) will
bear the signatures of the President or any Vice President and of the Secretary
or Assistant Secretary, and may bear the impression of the Corporation's
corporate seal. The signatures of such officers of the Corporation and the
impression of its corporate seal may be in facsimile form on any certificates
which are manually countersigned by or on behalf of an independent transfer
agent or registrar duly appointed by the Corporation for the shares of stock
evidenced thereby. If a supply of unissued certificates bearing the facsimile
signature of a person remains when that person ceases to hold the Corporate
office indicated on such certificates, they may still be countersigned,
registered, issued and delivered by the Corporation's transfer agent or
registrar thereafter, the same as though such person had continued to hold the
office indicated on such certificate.

10.3. OWNERSHIP. The Corporation will be entitled to treat the registered
owner of any share as the absolute owner thereof and, accordingly, will not be
bound to recognize any beneficial, equitable or other claim to or interest in
such share on the part of any other person, whether or not he has notice
thereof, except as may expressly be provided by statute.

10.4. TRANSFERS. Transfers of stock will be made on the books of the
Corporation only at the direction of the person or persons named in the
certificate thereof, or at the direction of his or their duly authorized
attorney-in-fact or duly appointed personal representative, and upon the
surrender of such certificate, properly endorsed to the Secretary or the duly
authorized transfer agent or agents of the Corporation.

10.5. LOST CERTIFICATES. In the event of the loss, theft or destruction of
any certificate representing capital stock of this Corporation or of any
predecessor corporation, the Corporation may issue (or, in the case of any such
stock as to which a transfer agent or registrar has been appointed, may direct
such transfer agent or registrar to countersign, register and issue) a
certificate in lieu of that alleged to be lost, stolen or destroyed. Said
certificate may be issued upon such terms and conditions, including reasonable
indemnification of the Corporation, as the Board of Directors shall reasonably
require, and the Corporation may cause the same to be delivered to the owner of
the stock represented thereby, provided that the owner shall have submitted such
evidence showing the circumstances of the loss, theft or destruction and his
ownership of the certificate as the Corporation considers satisfactory, together
with any other facts that the Corporation considers pertinent.

11. REPEAL, ALTERATION OR AMENDMENT

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11.1. REPEAL, ALTERATION OR AMENDMENT. These Bylaws may be repealed,
altered or amended, or substituted bylaws may be adopted at any time, only by
resolution duly adopted by a majority of the full Board of Directors, subject to
repeal or change by action of the stockholders.

12. MISCELLANEOUS

12.1. INDEMNIFICATION. To the broadest extent permitted by Delaware law,
the Corporation shall indemnify and pay the expenses of any person who is or was
made, or threatened to be made, a party to an action or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that he
is or was a director, officer, employee, trustee or agent of or for the
Corporation or is or was serving at the request or with the prior approval of
the Corporation as a director, officer, employee, trustee or agent of another
corporation, trust or enterprise against any liability asserted against him and
incurred by him in any 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 these Bylaws.

12.2. DIVIDENDS. Any dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, may be declared
by the Board of Directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation and the Delaware
General Corporation Law. Before payment of any dividend, there may be set aside,
out of any funds of the Corporation available for dividends, such sum or sums as
the Board of Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, for equalizing dividends,
for repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors shall think conducive to the interest of the
Corporation. The Board of Directors may modify or abolish any such reserve in
the manner in which it was created.

12.3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President or any
Vice President of this Corporation is authorized to vote, represent and exercise
on behalf of this Corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers, provided that the Board of Directors may from time to time confer
the foregoing authority upon any other person or persons.

12.4. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires,
the general provisions, rules of constructing and definitions contained in the
Delaware General Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of the foregoing, the masculine gender includes
the feminine and neuter; the singular number includes the plural and the plural
number includes the singular; and the term "person" includes a corporation as
well as a natural person.

12.5. FISCAL YEAR. The fiscal year of the Corporation shall be designated
and determined by resolution of the Board of Directors from time to time.

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12.6. CONDUCT OF MEETINGS. The Board of Directors may promulgate rules and
regulations and establish the rules of procedure applicable at all meetings of
stockholders and the Board of Directors, or any committee thereof, and the
provisions thereof are incorporated herein by reference. Absent a specific rule
or regulation, the chairman of any meeting shall determine the order of business
and shall have authority, in his discretion, to regulate the conduct of such
meetings.

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CERTIFICATION

The undersigned, the Secretary of Mobile Mini, Inc., a Delaware
corporation, hereby certifies that the foregoing Amended and Restated Bylaws of
the Corporation were duly adopted by the Board of Directors on February 14,
2000.

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Lawrence Trachtenberg, Secretary