EXHIBIT 3.2

AMENDED AND RESTATED

BYLAWS

MEDIANEWS GROUP, INC.

AS OF

SEPTEMBER 23, 2004

AMENDED AND RESTATED
BYLAWS
OF
MEDIANEWS GROUP, INC.

TABLE OF CONTENTS

ARTICLE PAGE
- ------- ----

ARTICLE I - STOCKHOLDERS....................................................................................... 1
Section 1. Certificates Representing stock..................................................... 1
Section 2. Stock Transfers..................................................................... 2
Section 3. Record Date For Stockholders........................................................ 2
Section 4. Meaning of Certain Terms............................................................ 3
Section 5. Stockholder Meetings................................................................ 4
(a) Time................................................................................ 4
(b) Place............................................................................... 4
(c) Call................................................................................ 4
(d) Notice or Waiver of Notice.......................................................... 5
(e) Stockholder List.................................................................... 6
(f) Conduct of Meeting.................................................................. 6
(g) Proxy Representation................................................................ 7
(h) Quorum.............................................................................. 7
(i) Stockholder Action Without a Meeting................................................ 7

ARTICLE II - DIRECTORS......................................................................................... 8
Section 1. Functions and Definition............................................................ 8
Section 2. Qualifications and Number........................................................... 8
Section 3. Election and Terms.................................................................. 8
Section 4. Vacancies........................................................................... 9
Section 5. Meetings............................................................................ 9
(a) Time................................................................................ 9
(b) Place............................................................................... 9
(c) Call................................................................................ 9
(d) Notice or Actual or Constructive Waiver............................................. 9
(e) Quorum and Action................................................................... 10
(f) Chairman of the Meeting............................................................. 10
Section 6. Removal of Directors................................................................ 10
Section 7. Written Action...................................................................... 11

ARTICLE III - OFFICERS......................................................................................... 11
Section 1. Appointment......................................................................... 11
(a) Chairman of the Board............................................................... 12
(b) Vice Chairman of the Board.......................................................... 12
(c) President........................................................................... 12
(d) Executive Vice President and Vice Presidents........................................ 12
(e) Secretary and Assistant Secretary................................................... 12

TABLE OF CONTENTS
(CONTINUED)

ARTICLE PAGE
- ------- ----

(f) Chief Financial Officer, Treasurer and Assistant Treasurer.......................... 13
Section 2. Term................................................................................ 13
Section 3. Authority and Removal............................................................... 14

ARTICLE IV - DIRECTORS' COMMITTEES............................................................................. 14

ARTICLE V - CORPORATE SEAL..................................................................................... 15

ARTICLE VI - FISCAL YEAR....................................................................................... 15

ARTICLE VII - CONTROL OVER BYLAWS.............................................................................. 15

AMENDED AND RESTATED

BYLAWS

MEDIANEWS GROUP, INC.

ARTICLE I - STOCKHOLDERS

Section 1. Certificates Representing Stock. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of, the Corporation by the Chairman or Vice-chairman of the Board of Directors,
or by the President or a Vice-president and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation. Any and all
signatures on any such certificate may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

Whenever the Corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements required by the
Delaware General Corporation Law. Any restrictions on the transfer or
registration of transfer of any

shares of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.

The Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the insurance of any such certificate or the issuance of any such
new certificate.

Section 2. Stock Transfers. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the Corporation shall be made
only on the stock ledger of the Corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates for such shares of stock
properly endorsed and the payment of all taxes due thereon.

Section 3. Record Date For Stockholders. For the purpose of determining
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the 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 directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty

days prior to any other action. 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 the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the date on which the meeting is held; the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed; and
the record date for determining stockholders for any other purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at any meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 4. Meaning of Certain Terms. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the Corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the Certificate of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the Delaware General Corporation
Law confers such rights notwithstanding that the Certificate of Incorporation
may provide for more than one class or

series of shares of stock, one or more of which are limited or denied such
rights thereunder; provided, however, that no such right shall vest in the event
of an increase or a decrease in the authorized number of shares of stock of any
class or series which is otherwise denied voting rights under the provisions of
the Certificate of Incorporation, except as any provision of law may otherwise
require. The Class A Common Stock, par value $0.001 per share, is referred to
herein as the "Class A Common Stock".

Section 5. Stockholder Meetings.

(a) Time. The annual meeting of the stockholders, for the purpose
of electing directors and transacting such other business as may come before it,
shall be held on such date and at such time and place, either within or without
the State of Delaware, as may be specified by the Vice Chairman or by the Board
of Directors. In lieu of an annual meeting, the directors may be elected by
unanimous written consent of the stockholders. Directors may be elected by less
than unanimous consent if all the directorships to which directors could be
elected at an annual meeting are vacant and will be filled by such written
consent.

A special meeting may be called at any time by the Vice Chairman or
the Board of Directors with the date and place of such meeting to be fixed in
such call.

(b) Place. Meetings of stockholders shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the Corporation in the State of
Delaware.

(c) Call. Annual meetings and special meetings may be called by
the directors, by any officer instructed by the directors to call the meeting or
by the holders of at least one-fourth (1/4) of the outstanding shares of the
Class A Common Stock.

(d) Notice or Waiver of Notice. Written notice of all meetings
shall be given, stating the place, date, and hour of the meeting and stating the
place within the city or other municipality or community at which the list of
stockholders of the Corporation may be examined. Notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. Notice of a special
meeting shall in all instances state the purpose or purposes for which the
meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the Delaware General Corporation Law. A copy of the notice of any meeting
shall be given, personally or by mail, not less than ten days nor more than
sixty days before the date of the meeting, unless the lapse of the prescribed
period of time shall have been waived, and directed to each stockholder at his
record address or at such other address which he may have furnished by request
in writing to the Secretary of the Corporation. Notice by mail shall be deemed
to be given when deposited with postage thereon prepaid, in the United States
mail. If a meeting is adjourned to another time, not more than thirty days
hence, and/or to another place, and if an announcement of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment, fix a new record
date for the adjourned meeting. Notice need not be given to any stockholder who
submits a written waiver of notice signed by him before or after the time stated
therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting

is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

(e) Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
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 stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote at any meeting of
stockholders.

(f) Conduct of Meeting. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting: the Chairman of the Board, if any, the Vice-Chairman of the
Board, the President, an Executive Vice President, a Vice-President, or, if none
of the foregoing is in office and present and acting, by a chairman to be chosen
by the stockholders. The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the Chairman of the meeting
shall appoint a secretary of the meeting.

(g) Proxy Representation. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. 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 in 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 stock itself or an interest in the Corporation generally.

(h) Quorum. The holders of three-fourths (3/4) of the outstanding
shares of the Class A Common Stock shall constitute a quorum at a meeting of
stockholders for the transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum.

(i) Stockholder Action Without a Meeting. Except as otherwise
provided in the Certificate of Incorporation, whenever the stockholders are
required or permitted to take any action at any annual or special meeting, such
action 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 shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.

ARTICLE II - DIRECTORS

Section 1. Functions and Definition. The business and affairs of the
Corporation shall be managed by or under the direction of the board of directors
of the Corporation. The board of directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies.

Section 2. Qualifications and Number. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the whole board shall be four
(4), elected as provided herein and as specified in the Corporation's
Certificate of Incorporation. The number of directors may be increased or
decreased only by amendment of these Bylaws. No person shall be a director who,
directly or indirectly, as an employee, director, consultant, or in any other
capacity, is engaged in any newspaper publishing business which is in direct
competition with any newspaper published by the Corporation or any of its
subsidiaries.

Section 3. Election and Terms. Directors shall be elected at each annual
meeting of the stockholders (or by written consent in accordance with Article I,
Section 5 of these bylaws) and shall hold office until the next annual meeting
of stockholders and until their successors are elected and qualified or until
their earlier resignation or removal. Directors who are elected in the interim
to fill vacancies shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal. Any director may resign at any time upon written
notice to the Corporation.

Section 4. Vacancies. If a vacancy should be created on the Board for any
reason, including, but not limited to, the death, disability, resignation or
removal of a director, then such vacancy will promptly be filled by the
shareholders at a special meeting called for that purpose (or by written consent
in lieu of special meeting).

Section 5. Meetings.

(a) Time. Meetings of the Board of Directors shall be held at such
times and places as the Board shall determine.

(b) Place. Meetings shall be held at such place within or without
the State of Delaware as shall be fixed by the Board.

(c) Call. Special meetings may be called by or at the direction of
the Chairman of the Board, if any, or the Vice-Chairman of the Board, or the
President, or of any two (2) directors in office.

(d) Notice or Actual or Constructive Waiver. Written, oral, or any
other mode of notice of the time and place shall be given for special meetings
in sufficient time for the convenient assembly of the directors thereat. The
notice of a special meeting shall state the purpose or purposes for which the
meeting is called. Notice need not be given to any director who submits a
written waiver of notice signed by him before or after the time stated therein.
Attendance of any such person at a meeting shall constitute a waiver of notice
of such meeting, except when he attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.

(e) Quorum and Action. Two-thirds (2/3) of the duly elected and
qualified directors shall constitute a quorum, except when vacancies result in
there being only one director, whereupon that one director in office shall
constitute a quorum. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place. Except as
herein otherwise provided, and except as otherwise provided by the Delaware
General Corporation Law, the vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. The quorum
and voting provisions herein stated shall not be construed as conflicting with
any provisions of the Delaware General Corporation Law and those portions of
these Bylaws which may govern a meeting of directors held to fill vacancies in
the Board or which may govern the action of disinterested directors. Any member
or members of the Board of Directors may participate in a meeting of the Board
or any committee thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

(f) Chairman of the Meeting. The Chairman of the Board, if any and
if present and acting, shall preside at all meetings. In his absence, the
Vice-Chairman of the Board, if present and acting, shall preside at all
meetings. Otherwise, the President if present and acting, or any other director
chosen by the Board, shall preside.

Section 6. Removal of Directors. Except as may otherwise be provided by
the Delaware General Corporation Law or the Certificate of Incorporation, any
director or the entire Board of Directors may be removed: (a) without cause,
only by the holders of a majority of the shares of the Class A Common Stock
provided, however, if less than all of the directors are to be removed, no
director may be removed without cause if the votes cast against his removal by
the holders of the Class A Common Stock would be sufficient to elect him if then
cumulatively

voted at an election of the entire Board of Directors; and (b) with
cause, only by the affirmative vote of the holders of a majority of the shares
of the Class A Common Stock at a special meeting of shareholders duly called for
such purpose.

Section 7. Written Action. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all
members of the Board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board. Any action taken at any
meeting of the Board of Directors at which a quorum was present, but at which an
insufficient number of directors were present to meet any other voting
requirements established in these Bylaws, may be approved by any absent director
by a written consent joining in the action taken at such meeting, as reflected
in the minutes thereof, which written consent joining in the action taken shall
be filed with the minutes of the meeting; and any action so approved by a
combination of those directors present at a meeting and those directors
subsequently joining in by written consent shall be deemed to have been fully
approved by all such directors to the same extent and effect as if they had all
been present at such meeting.

ARTICLE III - OFFICERS

Section 1. Appointment. The officers of the Corporation shall consist of a
President, Vice President, a Chief Financial Officer, a Secretary, and if deemed
necessary, expedient, or desirable by the Board of Directors, a Chairman of the
Board, a Vice-Chairman of the Board, an Executive Vice President, one or more
other Vice-Presidents, one or more Assistant Secretaries, a Treasurer and one or
more Assistant Treasurers, and such other officers with such titles as the
resolution of the Board of Directors choosing them shall designate. Except as
may otherwise be provided in the resolution of the Board of Directors choosing
him, no officer other than the

Chairman or Vice Chairman need be a director. Any number of offices may be held
by the same person, as the directors may determine.

(a) Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders and the directors, and shall have such other
duties as shall be expressly delegated to him from time to time by the Board of
Directors.

(b) Vice Chairman of the Board. The Vice Chairman of the Board
shall be the Chief Executive Officer of the Corporation. In the absence of the
Chairman, he shall preside at all meetings of the shareholders and the
directors. He shall manage the business of the Corporation, and shall see that
all orders and resolutions of the Board are carried into effect. He shall
execute bonds, mortgages and other contracts except where required or permitted
by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other, officer or agent of the Corporation.

(d) Executive Vice President and Vice Presidents. The Executive
Vice President of the Corporation shall perform all duties of the President in
his absence, or as directed or delegated by the President. The Vice Presidents
of the Corporation shall report directly to the Executive Vice President. In the
event of absence of both the President and the Executive Vice President or as
otherwise directed by the President, the Vice Presidents, in order of seniority,
shall perform all duties of the President.

(e) Secretary and Assistant Secretary. The Secretary shall give,
or cause to be given, notice of all meetings of stockholders and directors, and
all other notices required by law or by these Bylaws, and in case of his absence
or refusal or neglect so to do, any such notice may

be given by the President, by any person so directed by the President or by the
directors or stockholders upon whose request the meeting is called as provided
in these Bylaws. He shall record all the proceedings of the meetings of the
stockholders and of the directors in a book to be kept for that purpose, and
shall perform such other duties as may be assigned to him by the directors or
the President. He shall have the custody of the seal of the Corporation and
shall affix the seal to all instruments requiring it, when authorized by the
directors or the President, and attest the same. The Assistant Secretary shall
perform all duties of the Secretary in his absence.

(f) Chief Financial Officer, Treasurer and Assistant Treasurer.
The Chief Financial Officer shall keep all and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
directors at the regular meetings of the Board, and whenever they may require
it, account of all his transactions as treasurer and of the financial condition
of the Corporation. He shall, unless otherwise determined by the directors, have
charge of the original stock books, transfer books and stock ledgers and act as
transfer agent in respect to the stock and securities of the Corporation and he
shall perform all of the other duties incident to the office of Chief Financial
Officer. The Treasurer (or in his absence, any Assistant Treasurer) shall
perform all duties of the Chief Financial Officer in his absence.

Section 2. Term. Unless otherwise provided in the resolution choosing him,
each officer shall be chosen for a term which shall continue until the meeting
of the Board of

Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.

Section 3. Authority and Removal. All officers of the Corporation shall
have such authority and perform such duties as shall be prescribed in these
Bylaws and the resolutions of the Board of Directors, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent herewith. Any officer may be
removed, with or without cause, by the Board of Directors. Any vacancy in any
office may be filled by the Board of Directors.

ARTICLE IV - DIRECTORS' COMMITTEES

The Board of Directors, by a resolution adopted by the unanimous vote of
all directors then serving on the Board of Directors, may designate two
directors to constitute an Executive Committee. Members of the Executive
Committee shall serve until removed, until their successors are designated or
until the Executive Committee is dissolved by the Board of Directors. All
vacancies which may occur in the Executive Committee shall be filled by the
Board of Directors by the unanimous vote of all directors then serving on the
Board of Directors (provided that any director who is elected to fill a vacancy
on the Executive Committee must have been nominated as a director by the same
group of shareholders as the former director whose position he is filling). The
Executive Committee shall, by unanimous action of all of its members, be
empowered to take all acts which a board committee may take under Section 141(c)
of the Delaware General Corporation Law, including, without limitation, the
power to declare dividends, authorize the issuance of stock and authorize
certain mergers as described therein, except as the same may be limited by
resolution of the Board of Directors. The Executive

Committee shall meet at such times as it may determine, may make its own rules
for the holding and conduct of its meetings, the notice thereof required, and
the keeping of its records.

ARTICLE V - CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall
prescribe.

ARTICLE VI - FISCAL YEAR

The fiscal year of the Corporation shall be the year ending June 30th.

ARTICLE VII - CONTROL OVER BYLAWS

Subject to the provisions of the Certificate of Incorporation and the
provisions of the Delaware General Corporation Law, the power to amend, alter or
repeal these Bylaws and to adopt new Bylaws may be exercised by the unanimous
vote of all directors then serving on the Board of Directors or by the
affirmative vote of the holders of at least three-fourths of the shares of the
Class A Common Stock.