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                                                                     Exhibit 3.1



                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                          MEMORY PHARMACEUTICALS CORP.
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                                    ARTICLE I

                                  STOCKHOLDERS

      1.1 Place of Meetings. All meetings of stockholders shall be held at such
place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer or, if not so designated,
at the principal office of the corporation.

      1.2 Annual Meeting. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date and at a time designated by
the Board of Directors, the Chairman of the Board or the Chief Executive Officer
(which date shall not be a legal holiday in the place where the meeting is to be
held). If no annual meeting is held in accordance with the foregoing provisions,
a special meeting may be held in lieu of the annual meeting, and any action
taken at that special meeting shall have the same effect as if it had been taken
at the annual meeting, and in such case all references in these Bylaws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

      1.3 Special Meetings. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the Chief Executive Officer, but such special meetings may not be
called by any other person or persons. Business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or
purposes stated in the notice of meeting.

      1.4 Notice of Meetings. Except as otherwise provided by law, notice of
each meeting of stockholders, whether annual or special, shall be given not less
than 10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. Without limiting the manner by which notice
otherwise may be given to stockholders, any notice shall be effective if given
by a form of electronic transmission consented to (in a manner consistent with
Delaware law) by the stockholder to whom the notice is given. The notices of all
meetings shall state the place, date and time of the meeting and the means of
remote communications, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
corporation. If notice is given by electronic transmission, such notice shall be
deemed given at the time specified in Section 232 of the General Corporation Law
of the State of Delaware.

      1.5 Voting List. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, 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, for a period of at least 10 days prior to
the meeting: (i) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the corporation. The list shall also be
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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.

      1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person, present by means of remote communication in a
manner, if any, authorized by the Board of Directors in its sole discretion, or
represented by proxy, shall constitute a quorum for the transaction of business.
A quorum, once established at a meeting, shall not be broken by the withdrawal
of enough votes to leave less than a quorum.

      1.7 Adjournments. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these Bylaws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. It shall not be necessary to notify any
stockholder of any adjournment of less than 30 days if the time and place of the
adjourned meeting, and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting, are announced at the meeting at which adjournment is
taken, unless after the adjournment a new record date is fixed for the adjourned
meeting. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.

      1.8 Voting and Proxies. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by law or the Certificate of Incorporation. Each stockholder of record entitled
to vote at a meeting of stockholders may vote in person (including by means of
remote communications, if any, by which stockholders may be deemed to be present
in person and vote at such meeting) or may authorize another person or persons
to vote for such stockholder by a proxy executed or transmitted in a manner
permitted by Delaware law by the stockholder or such stockholder's authorized
agent and delivered (including by electronic transmission) to the Secretary of
the corporation. No such proxy shall be voted upon after three years from the
date of its execution, unless the proxy expressly provides for a longer period.

      1.9 Action at Meeting. When a quorum is present at any meeting, any matter
other than the election of directors to be voted upon by the stockholders at
such meeting shall be decided by the affirmative vote of the holders of shares
of stock having a majority of the votes cast by the holders of all of the shares
of stock present or represented and voting on such matter (or if there are two
or more classes of stock entitled to vote as separate classes, then in the case
of each such class, the holders of a majority of the stock of that class present
or represented and voting on such matter), except when a different vote is
required by law, the Certificate of Incorporation or these Bylaws. When a quorum
is present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast by the stockholders entitled to vote
on the election.


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      1.10  Nomination of Directors.

            (a) Except for (i) any directors entitled to be elected by the
holders of preferred stock, (ii) any directors elected in accordance with
Section 2.8 hereof by the Board of Directors to fill a vacancy or newly-created
directorships, or (iii) as otherwise required by applicable law or stock market
regulation, only persons who are nominated in accordance with the procedures in
this Section 1.10 shall be eligible for election as directors. Nomination for
election to the Board of Directors of the corporation at a meeting of
stockholders may be made (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the corporation who (x) complies with the notice
procedures set forth in Section 1.10(b) and (y) is a stockholder of record on
the date of the giving of such notice and on the record date for the
determination of stockholders entitled to vote at such meeting.

            (b) To be timely, a stockholder's notice must be received in writing
by the Secretary at the principal executive offices of the corporation as
follows: (x) in the case of an election of directors at an annual meeting of
stockholders, not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 20 days,
or delayed by more than 60 days, from the first anniversary of the preceding
year's annual meeting, a stockholder's notice must be so received not earlier
than the 120th day prior to such annual meeting and not later than the close of
business on the later of (A) the 90th day prior to such annual meeting and (B)
the tenth day following the day on which notice of the date of such annual
meeting was mailed or public disclosure of the date of such annual meeting was
made, whichever first occurs; or (y) in the case of an election of directors at
a special meeting of stockholders, not earlier than the 120th day prior to such
special meeting and not later than the close of business on the later of (i) the
90th day prior to such special meeting and (ii) the tenth day following the day
on which notice of the date of such special meeting was mailed or public
disclosure of the date of such special meeting was made, whichever first occurs.

      The stockholder's notice to the Secretary shall set forth: (a) as to each
proposed nominee (i) such person's name, age, business address and, if known,
residence address, (ii) such person's principal occupation or employment, (iii)
the class and number of shares of stock of the corporation which are
beneficially owned by such person, and (iv) any other information concerning
such person that must be disclosed as to nominees in proxy solicitations
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); (b) as to the stockholder giving the notice (i) such
stockholder's name and address, as they appear on the corporation's books, (ii)
the class and number of shares of stock of the corporation which are owned,
beneficially and of record, by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the person(s) named in its notice and (v) a
representation whether the stockholder intends or is part of a group which
intends (a) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the corporation's outstanding capital stock required to
elect the nominee and/or (b) otherwise to solicit proxies from stockholders in
support of such nomination; and (c) as to the beneficial owner, if any, on whose
behalf the nomination is being made (i) such beneficial owner's name and
address, (ii) the


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class and number of shares of stock of the corporation which are beneficially
owned by such beneficial owner, (iii) a description of all arrangements or
understandings between such beneficial owner and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made and (iv) a representation whether the beneficial
owner intends or is part of a group which intends (a) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the
corporation's outstanding capital stock requirement to elect the nominee and/or
(b) otherwise to solicit proxies from stockholders in support of such
nomination. In addition, to be effective, the stockholder's notice must be
accompanied by the written consent of the proposed nominee to serve as a
director if elected. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
A stockholder shall not have complied with this Section 1.10(b) if the
stockholder or beneficial owner, if any, on whose behalf the nomination is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder's nominee in compliance with
the representations with respect thereto required by this Section 1.10.

            (c) The chairman of any meeting shall, if the facts warrant,
determine that a nomination was not made in accordance with the provisions of
this Section 1.10 (including whether the stockholder or beneficial owner, if
any, on whose behalf the nomination is made solicited (or is part of a group
which solicited) or did not so solicit, as the case may be, proxies in support
of such stockholder's nominee in compliance with the representations with
respect thereto required by this Section 1.10).

            (d) Except as otherwise required by law, nothing in this Section
1.10 shall obligate the corporation or the Board of Directors to include in any
proxy statement or other stockholder communication distributed on behalf of the
corporation or the Board of Directors information with respect to any nominee
for director submitted by a stockholder.

            (e) Notwithstanding the foregoing provisions of this Section 1.10,
if the stockholder (or a qualified representative of the stockholder) does not
appear at the annual or special meeting of stockholders of the corporation to
present a nomination, such nomination shall be disregarded, notwithstanding that
proxies in respect of such vote may have been received by the corporation.

            (f) For purposes of this Section 1.10, "public disclosure" shall
include disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

      1.11  Notice of Business at Annual Meetings.

            (a) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (ii) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (iii) properly


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brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, (i) if such business relates to the
nomination of a person for election as a director of the corporation, the
procedures in Section 1.10 must be complied with and (ii) if such business
relates to any other matter, the stockholder must (x) have given timely notice
thereof in writing to the Secretary in accordance with the procedures set forth
in Section 1.11(b) and (y) be a stockholder of record on the date of the giving
of such notice and on the record date for the determination of stockholders
entitled to vote at such annual meeting.

            (b) To be timely, a stockholder's notice must be received in writing
by the Secretary at the principal executive offices of the corporation not less
than 90 days nor more than 120 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 20 days, or delayed by more
than 60 days, from the first anniversary of the preceding year's annual meeting,
a stockholder's notice must be so received not earlier than the 120th day prior
to such annual meeting and not later than the close of business on the later of
(A) the 90th day prior to such annual meeting and (B) the tenth day following
the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs.

      The stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made, (iii) the class and number of shares
of stock of the corporation which are owned, of record and beneficially, by the
stockholder and beneficial owner, if any, (iv) a description of all arrangements
or understandings between such stockholder or such beneficial owner, if any, and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of the
stockholder or such beneficial owner, if any, in such business, (v) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting and (vi) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (a) to deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the corporation's outstanding
capital stock required to approve or adopt the proposal and/or (b) otherwise to
solicit proxies from stockholders in support of such proposal. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at any
annual meeting of stockholders except in accordance with the procedures set
forth in this Section 1.11; provided that any stockholder proposal which
complies with Rule 14a-8 of the proxy rules (or any successor provision)
promulgated under the Securities Exchange Act of 1934, as amended, and is to be
included in the corporation's proxy statement for an annual meeting of
stockholders shall be deemed to comply with the requirements of this Section
1.11. A stockholder shall not have complied with this Section 1.11(b) if the
stockholder or beneficial owner, if any, on whose behalf the nomination is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder's nominee in compliance with
the representations with respect thereto required by this Section 1.11.


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            (c) The chairman of any meeting shall, if the facts warrant,
determine that business was not properly brought before the meeting in
accordance with the provisions of this Section 1.11 (including whether the
stockholder or beneficial owner, if any, on whose behalf the proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder's proposal in compliance
with the representation with respect thereto required by this Section 1.11), and
if the chairman should so determine, the chairman shall so declare to the
meeting and such business shall not be brought before the meeting.

            (d) Notwithstanding the foregoing provisions of this Section 1.11,
if the stockholder (or a qualified representative of the stockholder) does not
appear at the annual meeting of stockholders of the corporation to present
business, such business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the corporation.

            (e) For purposes of this Section 1.11, "public disclosure" shall
include disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

      1.12  Conduct of Meetings.

            (a) Meetings of stockholders shall be presided over by the Chairman
of the Board, if any, or in the Chairman's absence by the Vice Chairman of the
Board, if any, or in the Vice Chairman's absence by the Chief Executive Officer,
or in the Chief Executive Officer's absence by the President, or in the
President's absence by a Vice President, or in the absence of all of the
foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen by vote of the stockholders at
the meeting. The Secretary shall act as secretary of the meeting, but in the
Secretary's absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

            (b) The Board of Directors of the corporation may adopt by
resolution such rules, regulations and procedures for the conduct of any meeting
of stockholders of the corporation as it shall deem appropriate including,
without limitation, such guidelines and procedures as it may deem appropriate
regarding the participation by means of remote communication of stockholders and
proxyholders not physically present at a meeting. Except to the extent
inconsistent with such rules, regulations and procedures as adopted by the Board
of Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons
as shall be determined; (iv) restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (v) limitations on the time allotted to
questions or comments


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by participants. Unless and to the extent determined by the Board of Directors
or the chairman of the meeting, meetings of stockholders shall not be required
to be held in accordance with the rules of parliamentary procedure.

            (c) The chairman of the meeting shall announce at the meeting when
the polls for each matter to be voted upon at the meeting will be opened and
closed. If no announcement is made, the polls shall be deemed to have opened
when the meeting is convened and closed upon the final adjournment of the
meeting. After the polls close, no ballots, proxies or votes or any revocations
or changes thereto may be accepted.

            (d) In advance of any meeting of stockholders, the Board of
Directors, the Chairman of the Board or the Chief Executive Officer shall
appoint one or more inspectors of election to act at the meeting and make a
written report thereof. One or more other persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is present, ready and willing to act at a meeting of stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Unless otherwise required by law, inspectors may be officers, employees
or agents of the corporation. Each inspector, before entering upon the discharge
of such inspector's duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of
such inspector's ability. The inspector shall have the duties prescribed by law
and shall take charge of the polls and, when the vote in completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by law.

      1.13 No Action by Consent in Lieu of a Meeting. Stockholders of the
corporation may not take any action by written consent in lieu of a meeting.

                                   ARTICLE II

                                    DIRECTORS

      2.1 General Powers. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law or the
Certificate of Incorporation.

      2.2 Number, Election and Qualification. Subject to the rights of holders
of any series of Preferred Stock to elect directors, the number of directors of
the Corporation shall be established from time to time by the Board of
Directors. Election of directors need not be by written ballot. Directors need
not be stockholders of the corporation.

      2.3 Classes of Directors. Subject to the rights of holders of any series
of Preferred Stock to elect directors, the Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III.

      2.4 Terms of Office. Subject to the rights of holders of any series of
Preferred Stock to elect directors, each director shall serve for a term ending
on the date of the third annual meeting following the annual meeting at which
such director was elected; provided, that each director initially appointed to
Class I shall serve for a term expiring at the corporation's annual meeting of
stockholders held in 2005; each director initially appointed to Class II shall
serve for


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a term expiring at the corporation's annual meeting of stockholders held in
2006; and each director initially appointed to Class III shall serve for a term
expiring at the corporation's annual meeting of stockholders held in 2007;
provided further, that the term of each director shall continue until the
election and qualification of a successor and be subject to such director's
earlier death, resignation or removal.

      2.5 Quorum. The greater of (a) a majority of the directors at any time in
office and (b) one-third of the number of directors fixed by the Board of
Directors shall constitute a quorum for the transaction of business. If at any
meeting of the Board of Directors there shall be less than such a quorum, a
majority of the directors present may adjourn the meeting from time to time
without further notice other than announcement at the meeting, until a quorum
shall be present.

      2.6 Action at Meeting. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors unless a greater number is
required by law or by the Certificate of Incorporation.

      2.7 Removal. Subject to the rights of holder of any series of Preferred
Stock, directors of the corporation may be removed only for cause and only by
the affirmative vote of the holders of at least seventy-five percent (75%) of
the votes which all the stockholders would be entitled to cast in any annual
election of directors or class of directors.

      2.8 Vacancies. Subject to the rights of holder of any series of Preferred
Stock, any vacancy or newly-created directorships in the Board of Directors,
however occurring shall be filled only by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director and
shall not be filled by the stockholders. A director elected to fill a vacancy
shall hold office until the next election of the class for which such director
shall have been chosen, subject to the election and qualification of a successor
and to such director's earlier death, resignation or removal.

      2.9 Resignation. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the Chief Executive Officer or the Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

      2.10 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

      2.11 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the Chief Executive Officer, two or more directors, or by one director in the
event that there is only a single director in office.

      2.12 Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the


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meeting. Notice shall be duly given to each director (i) in person or by
telephone or electronic mail at least 24 hours in advance of the meeting, (ii)
by sending a telegram or telecopy or delivering written notice by hand, to such
director's last known business or home address at least 48 hours in advance of
the meeting, or (iii) by sending written notice, via first-class mail or
reputable overnight courier, to such director's last known business or home
address at least 72 hours in advance of the meeting. A notice or waiver of
notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.

      2.13 Meetings by Conference Communications Equipment. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

      2.14 Action by Consent. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board of Directors or committee, as the
case may be, consent to the action in writing or by electronic transmission, and
the written consents or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee.

      2.15 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors and subject to the provisions of law, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it. Each
such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these Bylaws for the Board of Directors.

      2.16 Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                   ARTICLE III

                                    OFFICERS


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      3.1 Titles. The officers of the corporation shall consist of a Chief
Executive Officer, a President, a Secretary, a Treasurer and such other officers
with such other titles as the Board of Directors may from time to time
determine, including a Chairman of the Board, a Vice Chairman of the Board, and
one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries.
The Board of Directors may appoint such other officers as it may deem
appropriate.

      3.2 Election. The Chief Executive Officer, President, Treasurer and
Secretary shall be elected annually by the Board of Directors at its first
meeting following the annual meeting of stockholders. Other officers may be
appointed by the Board of Directors at such meeting or at any other meeting.

      3.3 Qualification. No officer need be a stockholder. Any two or more
offices may be held by the same person.

      3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

      3.5 Resignation and Removal. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who resigns
or is removed shall have any right to any compensation as an officer for any
period following such officer's resignation or removal, or any right to damages
on account of such removal, whether such officer's compensation be by the month
or by the year or otherwise, unless such compensation is expressly provided in a
duly authorized written agreement with the corporation.

      3.6 Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of Chief Executive
Officer, Treasurer and Secretary. Each such successor shall hold office for the
unexpired term of such officer's predecessor and until a successor is elected
and qualified, or until such officer's earlier death, resignation or removal.

      3.7 Chairman of the Board. The Board of Directors may appoint from its
members a Chairman of the Board, who need not be an employee or officer of the
corporation. If the Board of Directors appoints a Chairman of the Board, such
Chairman shall perform such duties and possess such powers as are assigned by
the Board of Directors and, if the Chairman of the Board is also designated as
the corporation's Chief Executive Officer, shall have the powers and duties of
the Chief Executive Officer prescribed in Section 3.8 of these Bylaws. Unless
otherwise provided by the Board of Directors, the Chairman of the Board shall
preside at all meetings of the Board of Directors and stockholders.


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<PAGE>
      3.8 Chief Executive Officer. The Chief Executive Officer shall have
general charge and supervision of the business of the Corporation subject to the
direction of the Board of Directors.

      3.9 President. The President shall perform such other duties and shall
have such other powers as the Board of Directors and the Chief Executive Officer
(if the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

      3.10 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer or the President, the Vice President (or
if there shall be more than one, the Vice Presidents in the order determined by
the Board of Directors) shall perform the duties of the Chief Executive Officer
and when so performing shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer. The Board of Directors may assign
to any Vice President the title of Executive Vice President, Senior Vice
President or any other title selected by the Board of Directors.

      3.11 Secretary and Assistant Secretaries. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

      Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

      In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

      3.12 Treasurer and Assistant Treasurers. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these Bylaws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.


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<PAGE>
      The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

      3.13 Salaries. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

      4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

      4.2 Certificates of Stock. The shares of the corporation's stock may be
certificated or uncertificated, as provided under Delaware law. Every holder of
stock of the corporation represented by certificates shall be entitled to have a
certificate, in such form as may be prescribed by law and by the Board of
Directors, certifying the number and class of shares owned by such holder in the
corporation. Any such certificate shall be signed by, or in the name of the
corporation by, the Chairman or Vice Chairman, if any, of the Board of
Directors, or the President or a Vice President, and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

      Any certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these Bylaws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

      There shall be set forth on the face or back of each certificate
representing shares of such class or series of stock of the corporation a
statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the full text of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

      4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation (a) in the case of
shares represented by a certificate, by the surrender to the corporation or its
transfer agent of the certificate representing such shares properly endorsed or
accompanied by a written assignment or power of attorney properly executed, and
with such proof of authority or the authenticity of signature as the corporation
or its transfer agent may reasonably require, and (b) in the case of
uncertificated shares, upon the receipt of proper transfer instructions from the
registered owner thereof. Except as may be otherwise


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required by law, by the Certificate of Incorporation or by these Bylaws, the
corporation shall be entitled to treat the record holder of stock as shown on
its books as the owner of such stock for all purposes, including the payment of
dividends and the right to vote with respect to such stock, regardless of any
transfer, pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the requirements
of these Bylaws.

      4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

      4.5 Record Date. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.

      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 before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, 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 to such purpose.

      A determination of stockholders of record entitled to notice of or to vote
at a 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.

                                    ARTICLE V

                               GENERAL PROVISIONS

      5.1 Fiscal Year. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of January of each year and end on the last day of December in each year.

      5.2 Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

      5.3 Waiver of Notice. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these Bylaws, a written waiver signed by
the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person


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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.

      5.4 Voting of Securities. Except as the Board of Directors may otherwise
designate, the Chief Executive Officer or the Treasurer may waive notice of, and
act as, or appoint any person or persons to act as, proxy or attorney-in-fact
for this corporation (with or without power of substitution) at any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

      5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

      5.6 Certificate of Incorporation. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

      5.7 Severability. Any determination that any provision of these Bylaws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.

      5.8 Pronouns. All pronouns used in these Bylaws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

      These Bylaws may be altered, amended or repealed, in whole or in part, or
new Bylaws may be adopted by the Board of Directors or by the stockholders as
provided in the Certificate of Incorporation.



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