BYLAWS



                                         OF



                           KOSAN BIOSCIENCE INCORPORATED





                                     ARTICLE I



                                 CORPORATE OFFICES



       1.1    PRINCIPAL OFFICE



       The registered office of the corporation shall be fixed in the

certificate of incorporation of the corporation.



       1.2    OTHER OFFICES



       The board of directors may at any time establish branch or subordinate

offices at any place or places where the corporation is qualified to do

business.



                                     ARTICLE II



                              MEETINGS OF SHAREHOLDERS



       2.1    PLACE OF MEETINGS



       Meetings of shareholders shall be held at any place within or outside the

State of Delaware designated by the board of directors.  In the absence of any

such designation, shareholders' meetings shall be held at the principal

executive office of the corporation.



       2.2    ANNUAL MEETING



       The annual meeting of shareholders shall be held each year on a date and

at a time designated by the board of directors.  In the absence of such

designation, the annual meeting of shareholders shall be held on the third

Tuesday of April in each year.  However, if such day falls on a legal holiday,

then the meeting shall be held at the same time and place on the next succeeding

full business day.  At the meeting, directors shall be elected, and any other

proper business may be transacted.



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       2.3    SPECIAL MEETING



       A special meeting of the shareholders may be called at any time by the

board of directors, or by the chairman of the board, or by the president, or by

one or more shareholders holding shares in the aggregate entitled to cast not

less than ten percent (10%) of the votes at that meeting.



       If a special meeting is called by any person or persons other than the

board of directors or the president or the chairman of the board, then the

request shall be in writing, specifying the time of such meeting and the general

nature of the business proposed to be transacted, and shall be delivered

personally or sent by registered mail or by telegraphic or other facsimile

transmission to the chairman of the board, the president, any vice president or

the secretary of the corporation.  The officer receiving the request shall cause

notice to be promptly given to the shareholders entitled to vote, in accordance

with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will

be held at the time requested by the person or persons calling the meeting, so

long as that time is not less than thirty-five (35) nor more than sixty (60)

days after the receipt of the request.  If the notice is not given within

twenty (20) days after receipt of the request, then the person or persons

requesting the meeting may give the notice.  Nothing contained in this paragraph

of this Section 2.3 shall be construed as limiting, fixing or affecting the time

when a meeting of shareholders called by action of the board of directors may be

held.



       2.4    NOTICE OF SHAREHOLDERS' MEETINGS



       All notices of meetings of shareholders shall be sent or otherwise given

in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if

sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30))

nor more than sixty (60) days before the date of the meeting.  The notice shall

specify the place, date, and hour of the meeting and (i) in the case of a

special meeting, the general nature of the business to be transacted (no

business other than that specified in the notice may be transacted) or (ii) in

the case of the annual meeting, those matters which the board of directors, at

the time of giving the notice, intends to present for action by the shareholders

(but subject to the provisions of the next paragraph of this Section 2.4 any

proper matter may be presented at the meeting for such action).  The notice of

any meeting at which directors are to be elected shall include the name of any

nominee or nominees who, at the time of the notice, the board intends to present

for election.



       2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE



       Written notice of any meeting of shareholders shall be given either

(i) personally or (ii) by first-class mail or (iii) by third-class mail but only

if the corporation has outstanding shares held of record by five hundred (500)

or more persons on the record date for the shareholders' meeting, or (iv) by

telegraphic or other written communication.  Notices not personally delivered

shall be sent charges prepaid and shall be addressed to the shareholder at the

address of that shareholder appearing on the books of the corporation or given

by the shareholder to the corporation for the purpose of notice.  If no such

address appears on the corporation's books or is given, notice shall be deemed

to have been given if sent to that shareholder by mail or telegraphic or other

written communication to the corporation's principal executive office, or if

published at least once in a





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{PAGE}



newspaper of general circulation in the county where that office is located.

Notice shall be deemed to have been given at the time when delivered personally

or deposited in the mail or sent by telegram or other means of written

communication.



       If any notice addressed to a shareholder at the address of that

shareholder appearing on the books of the corporation is returned to the

corporation by the United States Postal Service marked to indicate that the

United States Postal Service is unable to deliver the notice to the shareholder

at that address, then all future notices or reports shall be deemed to have been

duly given without further mailing if the same shall be available to the

shareholder on written demand of the shareholder at the principal executive

office of the corporation for a period of one (1) year from the date of the

giving of the notice.



       An affidavit of the mailing or other means of giving any notice of any

shareholders' meeting, executed by the secretary, assistant secretary or any

transfer agent of the corporation giving the notice, shall be prima facie

evidence of the giving of such notice.



       2.6    QUORUM



       The presence in person or by proxy of the holders of a majority of the

shares entitled to vote thereat constitutes a quorum for the transaction of

business at all meetings of shareholders.  The shareholders present at a duly

called or held meeting at which a quorum is present may continue to do business

until adjournment, notwithstanding the withdrawal of enough shareholders to

leave less than a quorum, if any action taken (other than adjournment) is

approved by at least a majority of the shares required to constitute a quorum.



       2.7    ADJOURNED MEETING; NOTICE



       Any shareholders' meeting, annual or special, whether or not a quorum is

present, may be adjourned from time to time by the vote of the majority of the

shares represented at that meeting, either in person or by proxy.  In the

absence of a quorum, no other business may be transacted at that meeting except

as provided in Section 2.6 of these bylaws.



       When any meeting of shareholders, either annual or special, is adjourned

to another time or place, notice need not be given of the adjourned meeting if

the time and place are announced at the meeting at which the adjournment is

taken.  However, if a new record date for the adjourned meeting is fixed or if

the adjournment is for more than forty-five (45) days from the date set for the

original meeting, then notice of the adjourned meeting shall be given.  Notice

of any such adjourned meeting shall be given to each shareholder of record

entitled to vote at the adjourned meeting in accordance with the provisions of

Sections 2.4 and 2.5 of these bylaws.  At any adjourned meeting the corporation

may transact any business which might have been transacted at the original

meeting.





                                         -3-

{PAGE}



       2.8    VOTING



       The shareholders entitled to vote at any meeting of shareholders shall be

determined in accordance with the provisions of Section 2.11 of these bylaws,

subject to the provisions of Sections 217 through 218 of the General Corporation

Law of Delaware.



       The shareholders' vote may be by voice vote or by ballot; provided,

however, that any election for directors must be by ballot if demanded by any

shareholder at the meeting and before the voting has begun.



       Except as provided in the last paragraph of this Section 2.8, or as may

be otherwise provided in the certificate of incorporation, each outstanding

share, regardless of class, shall be entitled to one vote on each matter

submitted to a vote of the shareholders. Any shareholder entitled to vote on any

matter may vote part of the shares in favor of the proposal and refrain from

voting the remaining shares or, except when the matter is the election of

directors, may vote them against the proposal; but, if the shareholder fails to

specify the number of shares which the shareholder is voting affirmatively, it

will be conclusively presumed that the shareholder's approving vote is with

respect to all shares which the shareholder is entitled to vote.



       If a quorum is present, the affirmative vote of the majority of the

shares represented and voting at a duly held meeting (which shares voting

affirmatively also constitute at least a majority of the required quorum) shall

be the act of the shareholders, unless the vote of a greater number or a vote by

classes is required by the General Corporation Law of Delaware or by the

certificate of incorporation.



       At a shareholders' meeting at which directors are to be elected, a

shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a

number of votes greater than the number of votes which such shareholder normally

is entitled to cast) if the candidates' names have been placed in nomination

prior to commencement of the voting and the shareholder has given notice prior

to commencement of the voting of the shareholder's intention to cumulate votes.

If any shareholder has given such a notice, then every shareholder entitled to

vote may cumulate votes for candidates in nomination either (i) by giving one

candidate a number of votes equal to the number of directors to be elected

multiplied by the number of votes to which that shareholder's shares are

normally entitled or (ii) by distributing the shareholder's votes on the same

principle among any or all of the candidates, as the shareholder thinks fit.

The candidates receiving the highest number of affirmative votes, up to the

number of directors to be elected, shall be elected; votes against any candidate

and votes withheld shall have no legal effect.



       2.9    VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT



       The transactions of any meeting of shareholders, either annual or

special, however called and noticed, and wherever held, shall be as valid as

though they had been taken at a meeting duly held after regular call and notice,

if a quorum be present either in person or by proxy, and if, either before or

after the meeting, each person entitled to vote, who was not present in person

or by proxy, signs a written waiver of notice or a consent to the holding of the

meeting or an approval of the minutes





                                         -4-

{PAGE}



thereof.  The waiver of notice or consent or approval need not specify either

the business to be transacted or the purpose of any annual or special meeting of

shareholders, except that if action is taken or proposed to be taken for

approval of any of those matters specified in the second paragraph of Section

2.4 of these bylaws, the waiver of notice or consent or approval shall state the

general nature of the proposal.  All such waivers, consents, and approvals shall

be filed with the corporate records or made a part of the minutes of the

meeting.



       Attendance by a person at a meeting shall also constitute a waiver of

notice of and presence at that meeting, except when the person objects at the

beginning of the meeting to the transaction of any business because the meeting

is not lawfully called or convened.  Attendance at a meeting is not a waiver of

any right to object to the consideration of matters required by the General

Corporation Law of Delaware to be included in the notice of the meeting but not

so included, if that objection is expressly made at the meeting.



       2.10   SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING



       Any action which may be taken at any annual or special meeting of

shareholders may be taken without a meeting and without prior notice, if a

consent in writing, setting forth the action so taken, is signed by the holders

of outstanding shares having not less than the minimum number of votes that

would be necessary to authorize or take that action at a meeting at which all

shares entitled to vote on that action were present and voted.



       In the case of election of directors, such a consent shall be effective

only if signed by the holders of all outstanding shares entitled to vote for the

election of directors.  However, a director may be elected at any time to fill

any vacancy on the board of directors, provided that it was not created by

removal of a director and that it has not been filled by the directors, by the

written consent of the holders of a majority of the outstanding shares entitled

to vote for the election of directors.



       All such consents shall be maintained in the corporate records.  Any

shareholder giving a written consent, or the shareholder's proxy holders, or a

transferee of the shares, or a personal representative of the shareholder, or

their respective proxy holders, may revoke the consent by a writing received by

the secretary of the corporation before written consents of the number of shares

required to authorize the proposed action have been filed with the secretary.



       If the consents of all shareholders entitled to vote have not been

solicited in writing and if the unanimous written consent of all such

shareholders has not been received, then the secretary shall give prompt notice

of the corporate action approved by the shareholders without a meeting.  Such

notice shall be given to those shareholders entitled to vote who have not

consented in writing and shall be given in the manner specified in Section 2.5

of these bylaws.





                                         -5-

{PAGE}



       2.11   RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS



       For purposes of determining the shareholders entitled to notice of any

meeting or to vote thereat or entitled to give consent to corporate action

without a meeting, the board of directors may fix, in advance, a record date,

which shall not be more than sixty (60) days nor less than ten (10) days before

the date of any such meeting nor more than sixty (60) days before any such

action without a meeting, and in such event only shareholders of record on the

date so fixed are entitled to notice and to vote or to give consents, as the

case may be, notwithstanding any transfer of any shares on the books of the

corporation after the record date, except as otherwise provided in the General

Corporation Law of Delaware.



       If the board of directors does not so fix a record date:



              (a)    the record date for determining shareholders entitled to

notice of or to vote at a meeting of shareholders shall be at the close of

business on the business day next preceding the day on which notice is given or,

if notice is waived, at the close of business on the business day next preceding

the day on which the meeting is held; and



              (b)    the record date for determining shareholders entitled to

give consent to corporate action in writing without a meeting, (i) when no prior

action by the board has been taken, shall be the day on which the first written

consent is given, or (ii) when prior action by the board has been taken, shall

be at the close of business on the day on which the board adopts the resolution

relating to that action, or the sixtieth (60th) day before the date of such

other action, whichever is later.



       The record date for any other purpose shall be as provided in Article

VIII of these bylaws.



       2.12   PROXIES



       Every person entitled to vote for directors, or on any other matter,

shall have the right to do so either in person or by one or more agents

authorized by a written proxy signed by the person and filed with the secretary

of the corporation.  A proxy shall be deemed signed if the shareholder's name is

placed on the proxy (whether by manual signature, typewriting, telegraphic

transmission or otherwise) by the shareholder or the shareholder's

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