EXHIBIT 3.2

                              AMENDED AND RESTATED

                                      CODE

                                       OF

                                   REGULATIONS

                                       OF

                         COOPER-STANDARD AUTOMOTIVE INC.



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
1.   SHAREHOLDERS' MEETINGS...................................................1

     Section 1.1.    Annual Meeting...........................................1

     Section 1.2.    Special Meetings.........................................1

     Section 1.3.    Place of Meetings........................................1

     Section 1.4.    Notice of Meetings.......................................2

     Section 1.5.    Waiver of Notice of Meetings.............................2

     Section 1.6.    Record Date; Shareholder List............................2

     Section 1.7.    Inspectors of Election; List of Shareholders.............2

     Section 1.8.    Quorum...................................................2

     Section 1.9.    Voting...................................................2

     Section 1.10.   Action Without a Meeting.................................3

     Section 1.11.   Chairman of Meeting......................................3

2.   DIRECTORS................................................................3

     Section 2.1.    Election, Number and Term of Office......................3

     Section 2.2.    Directors Meetings.......................................3

     Section 2.3.    Quorum and Voting........................................4

     Section 2.4.    Action Without a Meeting.................................4

     Section 2.5.    Committees...............................................4

3.   OFFICERS.................................................................4

     Section 3.1.    Officers.................................................4

     Section 3.2.    Authority and Duties of Officers.........................4

     Section 3.3.    Removal and Filling Vacancies of Officers................5

4.   INDEMNIFICATION AND INSURANCE............................................5

     Section 4.1.    Indemnification..........................................5

     Section 4.2.    Agreements...............................................6

5.   SHARES...................................................................6

     Section 5.1.    Transfer and Registration of Certificates................6

     Section 5.2.    Substituted Certificates.................................6

6.   AMENDMENTS...............................................................7


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                              AMENDED AND RESTATED

                                      CODE

                                       OF

                                   REGULATIONS

                                       OF

                         COOPER-STANDARD AUTOMOTIVE INC.

                             (as of March [ ] 2005)

                            1. SHAREHOLDERS' MEETINGS

     SECTION 1.1. ANNUAL MEETING.

     The annual meeting of shareholders will be held at the day and time
designed by the Directors by action at a meeting or by a majority of Directors
then in office acting without a meeting. At the annual meeting the Corporation
will lay before the shareholders financial statements for the most recent fiscal
year, and the shareholders will elect the Directors, and consider reports to be
laid before meeting.

     SECTION 1.2. SPECIAL MEETINGS.

     Special meetings of shareholders may be called by (i) the Chairman of the
Board, if any, or the President; (ii) the Directors by action at a meeting, or
by a majority of the Directors acting without a meeting; (iii) persons who hold
25% percent of all shares outstanding and entitled to be voted at said meeting;
or (iv) any two officers of the Corporation. If a written request by any person
or persons entitled to call a meeting of shareholders is delivered either in
person or by registered mail to the President or Secretary, the officer
receiving the notice will cause notice of the meeting to be given to the
shareholders entitled to the notice of the meeting, to be held not less than
seven nor more than one hundred twenty days after the receipt of such request,
as the officer may fix. If the notice is not given within forty days after the
delivery or mailing of the request for a meeting, the person or persons
requesting the meeting may fix the time of the meeting and give, or cause a
designated representative to give, notice of the meeting.

     SECTION 1.3. PLACE OF MEETINGS.

     Any meeting of shareholders may be held either within or without the State
of Ohio. The Directors may also determine that a meeting will not be held at any
physical place, but instead may be held solely by means of communications
equipment that enables the shareholders (and proxyholders) to participate in the
meeting and to vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting and to speak or
otherwise participate in the proceedings contemporaneously with other
participants.



     SECTION 1.4. NOTICE OF MEETINGS.

     Written notice stating the time, place (if any), and purposes of a meeting
of the shareholders, and, if applicable, the means by which shareholders can be
present and vote at the meeting using communications equipment is to be given
not less than ten nor more than sixty days before the date of the meeting to
each shareholder of record entitled to vote at such meeting. Notice is to be
given by personal delivery, by mail, by overnight delivery service, or by any
other means of communication authorized by the shareholder to whom notice is
given.

     SECTION 1.5. WAIVER OF NOTICE OF MEETINGS.

     Notice of the time, place, and purpose of any meeting, whether required by
law, by the Articles, or by these Regulations, may be waived in writing, either
before or after the holding of such meeting, by any shareholder. The written
waiver is to be filed with or entered upon the records of the meeting. If a
shareholder attends a meeting and does not protest the lack of proper notice,
prior to or at the commencement of the meeting, the shareholder has waived any
defect in the notice of that meeting.

     SECTION 1.6. RECORD DATE; SHAREHOLDER LIST.

     The Directors may fix a record date for any lawful purpose which shall not
be a date earlier than the date on which the record date is fixed, and with
respect to the right (1) to receive notice of or to vote at a meeting of
shareholders, (2) to receive payment of a dividend or distribution, or (3) to
receive or exercise rights of purchase, subscription, exchange or conversion of
shares or securities, shall be not more than ninety days preceding the date of
the meeting, or the date set for payment or exercise of rights. At any meeting
of shareholders, an alphabetically arranged list, or classified lists, of the
shareholders of record as of the applicable record date who are entitled to
vote, showing their addresses and the number and classes of shares held by each,
will be available to be produced at the request of any shareholder.

     SECTION 1.7. INSPECTORS OF ELECTION; LIST OF SHAREHOLDERS.

     Unless the Directors or the Chairman of a meeting acts to appoint another
person or persons to act as inspectors of election, the Secretary of the
Corporation will be the inspector of elections.

     SECTION 1.8. QUORUM.

     The shareholders present in person, by proxy or by the use of
communications equipment at any meeting of shareholders are a quorum for the
meeting. If there is a designated proportion of shares of any particular class
or of each class for an action required by law, the Articles, or these
Regulations, then the action cannot be taken by a lesser proportion.

     SECTION 1.9. VOTING.

     Except as otherwise required by statute or the Articles, a majority of the
votes cast at a meeting of shareholders will control. Unless the Articles have
been amended to eliminate


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cumulative voting, cumulative voting in the election of Directors is to be
permitted in accordance with the Ohio General Corporation Law.

     SECTION 1.10. ACTION WITHOUT A MEETING.

     Any action which may be authorized or taken at a meeting of the
shareholders may be authorized or taken without a meeting with the affirmative
vote or approval of, and in a writing or writings signed by, all of the
shareholders who would be entitled to notice of a meeting of the shareholders
held for such purpose. Any writing or writings evidencing shareholder action
without a meeting is to be filed with or entered upon the records of the
Corporation. A telegram, cablegram, electronic mail, or an electronic or other
transmission capable of authentication that appears to have been sent by a
shareholder and that contains an affirmative vote or approval of that
shareholder is a signed writing for purposes of this Section 1.10.

     SECTION 1.11. CHAIRMAN OF MEETING.

     Any meeting of shareholders will be chaired by the Chairman of the Board
or, if the Directors have not elected a Chairman of the Board, the President of
the Corporation. If the officer who is responsible to chair a shareholder
meeting under the preceding sentence is unavailable to do so, that officer may
appoint any other officer of the Corporation to act as chairman of any
shareholders' meeting. Notwithstanding the foregoing, the Directors may appoint
any individual to act as chairman of any shareholders' meeting.

                                  2. DIRECTORS

     SECTION 2.1. ELECTION, NUMBER AND TERM OF OFFICE.

     Unless the Articles provide for a different term, each Director will hold
office until the next annual meeting of shareholders, or until his successor is
elected, or until his earlier resignation, removal from office or death. At a
meeting of shareholders at which Directors are to be elected, only persons
nominated as candidates are eligible for election. The number of Directors
cannot be less than three, unless all of the shares of the Corporation are owned
of record by one or two shareholders, in which case the number of Directors may
be less than three but not less than the number of shareholders. Subject to the
preceding sentence, the number of Directors may be fixed or changed at a meeting
of the shareholders, called for the purpose of electing Directors at which a
quorum is present, by the affirmative vote of the holders of a majority of the
shares represented at the meeting and entitled to vote on the proposal.

     SECTION 2.2. DIRECTORS MEETINGS.

     Regular meetings of the Board of Directors shall be held at such times and
places as may from time to time be fixed by the Board of Directors or as may be
specified in a notice of meeting. Meetings of the Directors may be called by the
President and shall be called by the President and Secretary if directed by any
one director. Written notice of the time and place of a meeting must be given to
each Director, prior to the time of the meeting, either by mail, addressed to
such Director at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same


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shall be deposited in the United States mail, or by personal delivery, telegram,
telex or cable. The notice need not specify the purposes of the meeting.

     SECTION 2.3. QUORUM AND VOTING.

     A majority of the entire Board of Directors shall constitute a quorum for
the transaction of business, except that vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority vote of all directors then in office, or by a sole
remaining director, although less than a quorum, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and qualified, or until their earlier resignation or removal. The
act of a majority of the entire Board of Directors is the act of the Directors.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present

     SECTION 2.4. ACTION WITHOUT A MEETING.

     Any action which may be authorized or taken at a meeting of the Directors
may be authorized or taken without a meeting with the affirmative vote or
approval of, and in a writing or writings signed by, all of the Directors, which
writing or writings are to be filed with or entered upon the records of the
Corporation. A telegram, cablegram, electronic mail, or an electronic or other
transmission capable of authentication that appears to have been sent by a
Director and that contains an affirmative vote or approval of that Director is a
signed writing for purposes of this Section 2.4.

     SECTION 2.5. COMMITTEES.

     The Directors may from time to time create a committee or committees of the
Directors, to consist of one or more Directors, and may delegate to any
committee or committees any of the authority of the Directors, other than the
authority of filling vacancies among the Directors or in any committee of the
Directors. Each committee serves at the pleasure of the Directors, can act only
in intervals between meetings of the Directors, and is subject to the control
and direction of the Directors.

     Entire Board of Directors. As used in this Section 2 and in these
Regulations generally, the term "entire Board of Directors" means the total
number of the directors which the Corporation would have if there were no
vacancies.

                                   3. OFFICERS

     SECTION 3.1. OFFICERS.

     The officers of the Corporation will include a President, a Secretary, and
a Treasurer. The Corporation may also have a Chairman of the Board, one or more
Vice Presidents and such other officers and assistant officers as the Directors
consider necessary. All of the officers are to be elected by the Directors. Any
Chairman of the Board is to be a Director. None of the other officers need to be
Directors. Any two or more offices may be held by the same person, but no
officer is to execute, acknowledge, or verify any instrument in more than one
capacity if such


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instrument is required by law to be executed, acknowledged, or verified by two
or more officers. All officers are to be elected annually.

     SECTION 3.2. AUTHORITY AND DUTIES OF OFFICERS.

     Each officer of the Corporation is to have the authority and perform such
duties as are customarily incident to the office in which the officer serves,
except as otherwise determined by the Directors.

     SECTION 3.3. REMOVAL AND FILLING VACANCIES OF OFFICERS.

     Any officer may be removed, with or without cause, by the Directors without
prejudice to the contract rights of the officer. The Directors may fill any
vacancy in any office occurring for any reason.

                        4. INDEMNIFICATION AND INSURANCE

     SECTION 4.1. INDEMNIFICATION.

     A. The Corporation will indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending,
or completed action, suit, or proceeding whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
Corporation, by reason of the fact that he is or was a Director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a Director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or on a
plea of nolo contendere or its equivalent, will not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, he had
reasonable cause to believe his conduct was unlawful.

     B. The Corporation will indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that he is or was a Director, officer, employee, or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any of the following:


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          (i) Any claim, issue, or matter as to which the person is adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Corporation unless, and only to the extent that, the court of common pleas or
the court in which such action or suit was brought determines, upon application,
or independent legal counsel in a written report determines in the specific
instance that, despite the adjudication of liability, but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court or counsel shall deem proper; or

          (ii) Any action or suit in which the only liability asserted against a
Director is pursuant to section 1701.95 of the Ohio Revised Code.

     C. The indemnification authorized by these Regulations is not exclusive of,
and is in addition to, any other rights granted to those seeking indemnification
under the Articles, any agreement, a vote of shareholders or disinterested
Directors, or otherwise, both as to action in their official capacities and as
to action in another capacity while holding their offices or positions, and will
continue as to a person who has ceased to be a Director, trustee, officer,
employee, member, manager, or agent and will inure to the benefit of the heirs,
executors, and administrators of such a person.

     D. As used in this Section 4.1, "Corporation" includes all constituent
entities in a consolidation or merger and the new or surviving corporation, so
that any person who is or was a Director, officer, employee, trustee, member,
manager, or agent of such a constituent entity, or is or was serving at the
request of such constituent entity as a Director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this Section
with respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.

     SECTION 4.2. AGREEMENTS.

     The Corporation, upon approval by the Directors, may enter into agreements
with any persons whom the Corporation may indemnify under these Regulations or
under law and undertake thereby to indemnify such persons and to pay the
expenses incurred by them, in accordance with the terms and conditions of the
applicable agreements, in defending any action, suit or proceeding against them.

                                    5. SHARES

     SECTION 5.1. TRANSFER AND REGISTRATION OF CERTIFICATES.

     The Directors may make rules regarding: the manner in which and conditions
upon which a certificated security, and the associated shares, may be
transferred; the manner in which and conditions upon which a uncertificated
security, and the associated shares, may be transferred; restrictions on the
right to transfer the shares; and reservations of liens on shares.


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     SECTION 5.2. SUBSTITUTED CERTIFICATES.

     Any person claiming a certificate for shares to have been lost, stolen or
destroyed is to make an affidavit or affirmation of that fact, and, if required
by the Directors, or by the President or a Vice President and the Secretary or
the Treasurer, is to post a bond on such terms as may be required, whereupon a
new certificate may be executed and delivered of the same tenor and for the same
number of shares as the one alleged to have been lost, stolen or destroyed.

                                 6. AMENDMENTS

     These Regulations may be amended by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power on the proposal
or by the written consent of the holders of shares entitling them to exercise
two-thirds of the voting power on such proposal. If an amendment is adopted by
written consent without a meeting of the shareholders, the Secretary is to mail
a copy of the amendment or the new Regulations to each shareholder who would
have been entitled to vote on the amendment or the new Regulations but did not
participate in the written consent.


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