Exhibit 3.2

AMENDMENT NO. 2

TO

AMENDED AND RESTATED BY-LAWS

OF

OCLARO, INC.

     The Amended and Restated By-laws, as amended, of Oclaro, Inc. (the “Corporation”) are hereby amended to replace each reference to “Bookham, Inc.” with “Oclaro, Inc.”

     Except as aforesaid, the By-laws shall remain in full force and effect.

          Adopted by the Board of Directors on April 21, 2009 and effective April 27, 2009